Common use of Conditions to Effectiveness of Extensions Clause in Contracts

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before and after giving effect to such extension, (1) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if 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, as of such specific date), and except that, for purposes of this Section, the representations and warranties contained in Section 6.04 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a), and (2) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) the Borrowers shall have paid in full all other amounts owing to such Non-Extending Lender hereunder.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity No Extension Effective Date pursuant to this Section shall not be effective with respect to any Lender unlessmay occur unless and until: (ia) the Administrative Agent Extending Lenders and the Additional Commitment Lenders who have complied with the preceding subsection (iv) of this Section 2.12, when combined, comprise Required Lenders; (b) no Default or Event of Default shall have received (A) a certificate of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before occurred and be continuing on such date and after giving effect to such extension, the Extended Expiration Date; (1c) the representations and warranties of each Loan Party set forth in Section 6 [Representations and Warranties] (other than the Loan Parties representations and warranties contained in this Agreement the first sentence of Section 6.1.6 [Litigation], the last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents are shall be true and correct in all material respects on and as of the Extension Date date of such extension with the same effect as if though such representations and warranties had been made on and as of such date (orexcept representations and warranties which expressly relate solely to an earlier date or time, if any such representation or warranty is expressly stated to have been made which representations and warranties shall be true and correct on and as of a the specific date, as of such specific datedates or times referred to therein), and except that, for purposes of this Section, the representations Loan Parties shall have performed and warranties contained in Section 6.04 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a), complied with all covenants and (2) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably requestconditions hereof; and (d) the Administrative Agent shall have received a certificate from the Borrower signed by an authorized officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2B) certifying and attaching the Borrowers shall have paid in full all other amounts owing resolutions adopted by the Loan Parties approving or consenting to such Non-Extending Lender hereunderextension.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent no Default shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and after giving effect to such extension, thereto; (1ii) the representations and warranties of the Loan Parties contained in this Agreement Section 5 and the other Loan Credit Documents are true and correct in all material respects on and as of the Extension Date as if made on and as date of such date extension and after giving effect thereto, except that: (or1) if a qualifier relating to materiality or Material Adverse Effect applies, then such representation or warranty shall be true and correct in all respects, (2) if any such representation or warranty is expressly stated specifically refers to have been made as of a specific an earlier date, then such representation or warranty shall be true and correct in all material respects as of such specific earlier date (except that if a qualifier relating to materiality or Material Adverse Effect applies, then such representation or warranty shall be true and correct in all respects as of such earlier date), ) and except that, (3) for purposes of this SectionSection 2.13, the representations and warranties contained in Section 6.04 5.9 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(aclauses (a)(i) and (ii), and (2) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) respectively, of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request6.6; and (iiiii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal Maturity Date of and interest on all of the Loans made by each Non-Extending Lender Lender, the Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2Section 3.5) to the Borrowers shall have paid in full all other amounts owing extent necessary to keep outstanding Loans ratable with any revised Commitment Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Company shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Borrower dated as of the Extension Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the Company resolutions adopted by such 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, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.16, the representations and warranties contained in Section 6.04 5.01(m) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(a)6.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) or Event of this Section from each Additional Commitment Lender; and (C) such other information or documentation as Default exists. In addition, on the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal Maturity Date of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) Lender, the Borrowers shall have paid in full all other prepay any Committed Loans outstanding on such date (and pay any additional amounts owing required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the any Maturity Date pursuant to this Section 2.19 shall not be effective with respect to any Lender or Issuing Lender unless: (i) the Administrative Agent no Default or Event of Default shall have received (A) a certificate of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before occurred and be continuing immediately prior to such extension and immediately after giving effect to such extension, thereto; (1ii) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects immediately prior to and immediately after on and giving effect thereto, as of the Extension Date as if 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, as of such specific date), and except that, for purposes of this Section, the representations and warranties contained in Section 6.04 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a), and (2) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and; (iiiii) on or before the Extension applicable Maturity Date, the Borrower shall have (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans under the applicable Facility made by each Non-Extending Lender to them hereunder and the Borrower hereunder, (2) the Borrowers shall have paid in full all other amounts owing to such Non-Extending Lender under the applicable Facility hereunder, and (3) Cash Collateralized in accordance with the terms hereof all outstanding L/C Obligations with respect to Letters of Credit issued by each Issuing Lender that is a Non-Extending Lender; and (iv) the terms of such extended Loans and/or Commitments shall comply with Section 2.19(f).

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Expiration Date pursuant to this Section shall not only be effective with respect to any Lender unlessif: (i) the Administrative Agent shall have received each Lender has consented to such extension; (Aii) a certificate of the Company dated as of the Extension Date signed by a Responsible Officer date of the Company certifying thatsuch extension, before and after giving effect to such extensionthereto, (1) the representations and representations, warranties of the Loan Parties contained in this Agreement Borrower and the other Loan Parties herein and in the other Loan Documents are shall be true and correct in all material respects on (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of correct), except to the Extension Date as if made on extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this Section, the representations and warranties contained in Section 6.04 6.4 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a8.10 [Reporting Requirements] (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the date of such extension), and ; (2iii) no Event of Default has or Potential Default shall have occurred and is continuing; be continuing on the date of such extension and after giving effect thereto; (Biv) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly executed Assignment and Assumption referred to in paragraph adopted by the board of directors (dor equivalent governing body) of this Section from each Additional Commitment Lender; and (CLoan Party authorizing such extension) such other information or documentation as the reasonably requested by Administrative Agent may reasonably request; andin connection with any such extension; (iiv) on if such extension is being effectuated in accordance with the last paragraph of Section 12.1 [Modifications, Amendments or before Waivers] pursuant to which the Extension Dateterms of such extended Loans or Commitments are being amended, (1) an amendment entered into by the Borrowers parties required by such provision shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) the Borrowers shall have paid in full all other amounts owing to such Non-Extending Lender hereunderbecome effective.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the an extension of the Maturity Commitment Termination Date pursuant to this Section 2.13 shall not be effective with respect to any Lender unless: (i) the Administrative Agent no Default or Event of Default shall have received (A) a certificate of the Company dated as of occurred and be continuing on the Extension Effective Date signed by a Responsible Officer of the Company certifying that, before and after giving effect to such extension, ; (1ii) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Effective Date as if made on and as of such date (or, or (A) if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date, (B) in the case of Section 5.05(a), and except that, for purposes of this Section, the such representations and warranties contained in Section 6.04 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a)by AHL hereunder, and (2) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; and (C) in the case of Section 5.05(b), such other information or documentation as representations and warranties shall be deemed to refer to the most recent audited statements furnished by AHL hereunder, (D) in the case of Section 5.06, such representations and warranties shall except any matter which has theretofore been disclosed in writing by AHL to the Administrative Agent may reasonably request(which will make the same available to each Lender) and (E) in the case of those representations and warranties which are qualified by materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects); (iii) the aggregate amount of the Commitments of all Extending Lenders and Additional Extension Lenders shall be greater than 50% of the Aggregate Commitments then in effect immediately prior to the Extension Effective Date; and (ii) on or before the Extension Date, (1iv) the Borrowers Administrative Agent shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) the Borrowers shall have paid in full all received such other amounts owing documentation related to such Non-Extending Lender hereunderextension as it shall reasonably request.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Company shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Borrower dated as of the Extension Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the Company resolutions adopted by such 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, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article VI and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(a)7.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) the Borrowers Lender, each Borrower shall have paid in full all other amounts prepay such Borrower’s outstanding Obligations owing to such the Non-Extending Lender hereunderLenders on such date in full (and pay any additional amounts required pursuant to Section 3.05) and shall make such other payments to the other Lenders to the extent necessary to keep outstanding Committed Loans and other appropriate Obligations ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Company shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Loan Party dated as of the Extension Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the Company resolutions adopted by such 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, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article VI and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(a)7.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) Lender, the Borrowers shall have paid in full all other amounts prepay the outstanding Obligations owing to such the Non-Extending Lender hereunderLenders on such date in full (and pay any additional amounts required pursuant to Section 3.05) and shall make such other payments to the other Lenders to the extent necessary to keep outstanding Committed Loans and other appropriate Obligations ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. Notwithstanding As a condition precedent to the foregoing, the effectiveness of any extension of the Maturity Date pursuant to this Section Section, the Borrower shall not be effective with respect deliver to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company dated as of the Extension Date effective date of such extension (in sufficient copies for each Lender) signed by a Responsible Officer of (i) certifying and attaching the Company resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement 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 Extension Date as if made on 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 (orprovided, if that such materiality qualifier shall not be applicable to any such representation or warranty that already is expressly stated to have been made as of a specific date, as of such specific datequalified or modified by materiality in the text thereof), and except that, that for purposes of this SectionSection 2.12, the representations and warranties contained in subsections (a) and (b) of Section 6.04 shall 5.05 shall, after the first delivery of financial statements pursuant to clauses (a) and (b), respectively, of Section 6.01, be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a)so delivered, and (2B) no Event of Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) the Borrowers shall have paid in full all other amounts owing to such Non-Extending Lender hereunderexists.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Borrower shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Loan Party dated as of the Extension Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the Company resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(a)6.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2Section 3.05) to the Borrowers shall have paid in full all other amounts owing extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the each extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent no Default or Event of Default shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and after giving effect to such extension, thereto; (1ii) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Date date of such extension and after giving effect thereto, as if 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, as of such specific date), and except that, for purposes of this Section, provided that the representations and warranties contained in subsections (a) and (b) of Section 6.04 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(aclauses (a) and (b), respectively, of Section 7.01 and the representation and warranty contained in Section 6.05(c) shall be deemed to refer to the most recent financial statements furnished pursuant to clause (2a) no Default has occurred and is continuing; or clause (B) a duly executed Assignment and Assumption referred to in paragraph (db) of this Section from each Additional Commitment Lender; 7.01; (iii) Borrower shall have delivered to Agent a certificate certifying and attaching the resolutions adopted by Borrower approving or consenting to such extension (C) which such other information resolutions may be certified in, and attached to, the certificate certifying to resolutions of Borrower delivered on or documentation as prior to the Administrative Agent may reasonably requestClosing Date pursuant to Section 4.01(a)(iii)); and (iiiv) on or before the Extension Date, (1) the Borrowers Borrower shall have paid to Agent for the account of each Lender in full accordance with its Applicable Percentage a fee equal to 0.200% times the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) the Borrowers shall have paid Aggregate Commitments then in full all other amounts owing to such Non-Extending Lender hereundereffect.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Company shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Credit Party dated as of the Extension Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Credit Party (i) certifying and attaching the Company resolutions adopted by such Credit Party approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article 6 and the other Loan Credit Documents are true and correct in all material respects on and as of the Extension Date as if made on 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.09, the representations and warranties contained in Section 6.04 6.07 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 7.01(a)7.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender, the Commitment of such Lender shall terminate, any accrued Obligations of such Lender shall be prepaid and each Extending Lender’s and Additional Commitment Lender’s Applicable Percentage of the Total Outstandings shall be automatically adjusted as necessary to them hereunder and (2) keep the Borrowers shall have paid in full all other amounts owing to Total Outstandings ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Borrower shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Loan Party dated as of the Extension Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the Company resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on Applicable Anniversary 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 date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(a)6.01, and (2B) no Event of 25516427 -48- Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred exists, including for the avoidance of doubt, an Event of Default arising from the Borrower’s failure to be in paragraph (d) compliance with Section 7.04(b). In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2Section 3.05) to the Borrowers shall have paid in full all other amounts owing extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant BorrowerCompany shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Loan Party dated as of the Extension Anniversary Date in such Loan Year (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the Company resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Anniversary Date as if made on in such Loan Year, 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 date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.14, the representations and warranties contained in clauses (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(a)6.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists or would result therefrom. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender Lender, the BorrowerBorrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2Section 3.05) to the Borrowers shall have paid in full all other amounts owing extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Borrower shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company Borrowers dated as of the Extension applicable Anniversary Date signed by a Responsible Officer of the Company Borrowers (i) certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and (or, if already qualified as of the Extension Date as if made to materiality, in all respects) on and as of such date Anniversary 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 (or, if any such representation or warranty is expressly stated already qualified as to have been made as of a specific datemateriality, in all respects) as of such specific earlier date), and except that, that for purposes of this SectionSection 2.17, the representations and warranties contained in Section 6.04 5.04(a) shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 7.01(a)6.01, as applicable, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists or would result therefrom. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender Lender, the Borrower shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2Section 3.05) to the Borrowers shall have paid in full all other amounts owing extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the each extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent no Default or Event of Default shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and after giving effect to such extension, thereto; (1ii) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Date date of such extension and after giving effect thereto, as if 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, as of such specific date), and except that, for purposes of this Section, provided that the representations and warranties contained in subsections (a) and (b) of Section 6.04 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(aclauses (a) and (b), respectively, of Section 7.01 and the representation and warranty contained in Section 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clause (2a) no Default has occurred and is continuing; or clause (B) a duly executed Assignment and Assumption referred to in paragraph (db) of this Section from 7.01; (iii) Borrower shall have delivered to Agent a certificate certifying and attaching the resolutions adopted by Borrower approving or consenting to such extension (which such resolutions may be certified in, and attached to, the certificate certifying to resolutions of Borrower delivered on or prior to the Effective Date pursuant to Section 4.01(a)(iii)); (iv) Borrower shall have delivered to Agent, at Borrower’s expense, appraisals meeting the Appraisal Requirements for each Additional Commitment Lender; and (C) such other information or documentation as Borrowing Base Property in order for the Administrative Agent may reasonably requestto confirm a Total Collateral Value of not less than $100,000,000; and (iiv) on or before the Extension Date, (1) the Borrowers Borrower shall have paid to Agent for the account of each Lender in full accordance with its Applicable Percentage a fee equal to 0.350% times the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) the Borrowers shall have paid Aggregate Commitments then in full all other amounts owing to such Non-Extending Lender hereundereffect.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent no Default or Event of Default shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and after giving effect to such extension, thereto; (1ii) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Date date of such extension and after giving effect thereto, as if 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, as of such specific date), and except that, for purposes of this Section, provided that the representations and warranties contained in subsections (a) and (b) of Section 6.04 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(aclauses (a) and (b), respectively, of Section 7.01; (iii) Borrower shall have delivered to Agent a certificate certifying and attaching the resolutions adopted by Borrower and Guarantors approving or consenting to such extension (2) no Default has occurred which such resolutions may be certified in, and is continuing; (B) a duly executed Assignment attached to, the certificate certifying to resolutions of Borrower and Assumption referred Guarantors delivered on or prior to in paragraph (d) of this the Closing Date pursuant to Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request4.01(a)(iii)); and (iiiv) on or before the Extension Date, (1) the Borrowers Borrower shall have paid to Agent for the account of each Lender in full accordance with its Applicable Percentage a fee equal to 0.350% times the principal of and interest on all Outstanding Amount as of the Loans made by each Non-Extending Lender to them hereunder and (2) the Borrowers shall have paid in full all other amounts owing to date of such Non-Extending Lender hereunderextension.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) the Parent Borrower shall deliver to the Administrative Agent shall have received (A) a certificate of the Company Parent Borrower dated as of the Extension Initial Revolving Maturity Date signed by a Responsible Officer (x) certifying and attaching the resolutions adopted by each of the Company certifying that, before and after giving effect Credit Parties approving or consenting to such extension, extension and (y) certifying that (1) the representations and warranties of the Loan Parties contained in this Agreement Article V and in the other Loan Documents are true and correct in all material respects on and as of the Extension Initial Revolving Maturity Date (other than the representation in Section 5.18, which shall be made only as if made on of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(asubsections (a) and (b), respectively, of Section 6.01 and (2) as of the Initial Revolving Maturity Date, and immediately after giving effect to such extension, no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; exists and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full pay to the principal of and interest Revolving Lenders on all the Initial Revolving Maturity Date a fee (to be shared among the Revolving Lenders based upon their Applicable Percentages of the Loans made Aggregate Revolving Commitments) equal to the product of (x) 0.15% multiplied by each Non-Extending Lender to them hereunder and (2y) the Borrowers shall have paid in full all other amounts owing to such Non-Extending Lender hereunderthen Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Borrower shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company Borrower dated as of the Extension Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on Applicable Anniversary Date, except in each case 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 date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.14, the representations and warranties contained in clauses (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(a)6.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred exists. In addition, on the Existing Maturity Date applicable to in paragraph (d) of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each any Non-Extending Lender Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2Section 3.05) to the Borrowers shall have paid in full all other amounts owing extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the The extension of the Maturity Date pursuant to this Section shall not be effective with respect 2.17 is subject to any Lender unlessthe following conditions precedent: (i) the Administrative Agent no Default or Event of Default shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and after giving effect to such extension, thereto; (1ii) the representations and warranties of the Loan Parties Borrower contained in this Agreement and the other Loan Documents are Article V shall be true and correct in all material respects on and as of the Extension Date as if made on and as date of such date extension and after giving effect thereto, except (orA) that the representations and warranties in Sections 5.05(c) and 5.06 that are qualified by reference to “Public Filings” shall be qualified by reference to the Borrower’s Annual Report on Form 10-K, if any such representation or warranty is expressly stated to have been made as Quarterly Reports on Form 10-Qs and Current Reports on Form 8-K filed since the last day of a specific datethe Borrower’s most recently completed fiscal year, as of such specific date), and except that, for purposes of this Section, (B) the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(asubsections (a) and (b), and (2) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) respectively, of this Section from each Additional Commitment Lender; 6.01 and (C) that the representation and warranty contained in subsection (c) of Section 5.05 shall refer to the last day of the Borrower’s most recently completed fiscal year rather than May 30, 2021; and (iii) receipt by the Administrative Agent of such certificates of resolutions or other information or documentation action and incumbency certificates evidencing the identity and authority of each Responsible Officer thereof authorized to act as a Responsible Officer on behalf of the Borrower in connection with such extension, along with such documents and certifications as the Administrative Agent may reasonably request; and (ii) on require to evidence that the Borrower is duly organized or before formed and that the Extension DateBorrower is validly existing, (1) the Borrowers shall have paid and in full the principal good standing in its jurisdiction of and interest on all organization, including certified copies of the Loans made by each Non-Extending Lender to them hereunder Borrower’s Organization Documents and (2) a certificate of good standing from the Borrowers shall have paid in full all other amounts owing to such Non-Extending Lender hereunder.Borrower’s jurisdiction of organization. AMERICAS/2021298575.5

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Borrower shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Loan Party dated as of the Extension Date date of such extension signed by a Responsible an Authorized Officer of such Loan Party (a) certifying and attaching the Company resolutions adopted by such Loan Party approving or consenting to such extension and (b) in the case of the Borrower, certifying that, before and after giving effect to such extension, (1i) the representations and warranties of the Loan Parties contained in this Agreement Section 6 and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Extension Date as if made on 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.04 6.1.7 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a)Sections 8.3.1 and 8.3.2, and respectively, (2ii) no Default has occurred or Event of Default exists and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; continuing and (Ciii) the Borrower and its Subsidiaries are in compliance on a pro forma basis with each of 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 other information or documentation as Section would otherwise have been required to be tested pursuant to the Administrative Agent may reasonably request; and (ii) on terms thereof at such time). On or before the Extension Revolving Credit Maturity Date, (1) the Borrowers Borrower shall have paid in full the principal of and interest on all of the Revolving Credit Loans made by each Non-Extending Lender to them the Borrower hereunder and (2) the Borrowers Borrower shall have paid in full all other amounts owing to such Non-Extending Lender hereunder.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the each extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent no Default or Event of Default shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and after giving effect to such extension, thereto; (1ii) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Date date of such extension and after giving effect thereto, as if 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, as of such specific date), and except that, for purposes of this Section, provided that the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(aclauses (a) and (b), respectively, of Section 6.01 and the representation and warranty contained in Section 5.05(c) shall be deemed to refer to the most recent financial statements furnished pursuant to clause (2a) no Default has occurred and is continuing; or clause (B) a duly executed Assignment and Assumption referred to in paragraph (db) of this Section from each Additional Commitment Lender; and 6.01, whichever is most recent; (Ciii) such other information or documentation as the Borrower shall have delivered to the Administrative Agent a certificate certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension (which such resolutions may reasonably requestbe certified in, and attached to, the certificate certifying to resolutions of the Borrower delivered on or prior to the Closing Date pursuant to Section 4.01(a)(iii)); and (iiiv) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal applicable Maturity Date of and interest on all of the Loans made by each Non-Extending Lender Lender, the Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2Section 3.05) to the Borrowers shall have paid in full all other amounts owing extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Borrower shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company Borrower dated as of the Extension 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 the Company Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (1A) the representations and warranties contained in Section 5 of the Loan Parties contained in this Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 1(d), the representations and warranties contained in Section 6.04 subsection 5.1 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(asubsection 7.1(a) and (b), respectively, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) or Event of this Section from each Additional Commitment Lender; and (C) such other information Default exists or documentation as would result therefrom. In addition, on the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal Incremental Term A-4 Maturity Date of and interest on all of the Loans made by each Non-Extending Lender Term A-4 Lender, the Borrower shall prepay any Incremental Term A-4 Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2) the Borrowers shall have paid in full all other amounts owing to such Non-Extending Lender hereunderSection 4.10).

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Company shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Borrower dated as of the Extension Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the Company resolutions adopted by such 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, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.17, the representations and warranties contained in Section 6.04 5.01(m) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(a)6.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) or Event of this Section from each Additional Commitment Lender; and (C) such other information or documentation as Default exists. In addition, on the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal Maturity Date of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) Lender, the Borrowers shall have paid in full all other prepay any Revolving Loans outstanding on such date (and pay any additional amounts owing required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages of the respective Revolving Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Termination Date pursuant to this Section 2.6.6 shall not be effective with respect to any Lender Bank (unless otherwise agreed by such Bank) unless: (ia) the Administrative Agent no Unmatured Default or Default shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and after giving effect to such extension, thereto; (1b) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any representation or warranty, such representation or warranty shall be true and correct in all respects) on and as of the Extension Date date of such extension and after giving effect thereto, as if 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, as of such specific date), and except that, for purposes ; (c) since the date of this Section, the representations and warranties contained in Section 6.04 shall be deemed to refer financial statements most recently delivered to the most recent statements furnished Administrative Agent in accordance with Section 6.1.1, there has not occurred a material adverse change in the business, assets, liabilities, operations or financial condition of the Company and its Subsidiaries taken as a whole, except events or circumstances disclosed in reports filed by the Company during the period from May 31, 2021 to the Effective Date pursuant to Section 7.01(a13 of the Securities Exchange Act of 1934, copies of which have been furnished to the Banks prior to the date hereof (including by posting on the website of the SEC at xxxx://xxx.xxx.xxx), and (2) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (iid) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal Termination Date of and interest on all of the Loans made by each Non-Extending Lender Bank, the Company shall repay to them hereunder and (2) the Borrowers shall have paid in full all other amounts owing to each such Non-Extending Lender hereunderBank any Loans at the time owing to it (and pay any additional amounts required pursuant to Section 3.4) and such Non-Extending Bank’s Commitments shall be terminated.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) the Borrower shall deliver to Administrative Agent shall have received (A) a certificate of the Company each Loan Party dated as of the Extension Initial Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the Company resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, (1y) the representations and warranties of the Loan Parties contained in this Agreement Article VI and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on Initial 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(a)7.01, and (2z) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and exists, (ii) on or before Administrative Agent shall have received, at Borrower’s expense, an Acceptable Borrowing Base Appraisal of each Borrowing Base Property dated not more than sixty (60) days prior to the Extension Initial Maturity Date, and (1iii) the Borrowers Borrower shall have paid to Administrative Agent, for the account of each Lender in full accordance with its Applicable Percentage, an extension fee equal to the principal of and interest on all Aggregate Commitments as of the Loans made by each Non-Extending Lender to them hereunder date of, and after giving effect to, such extension, times one fifth of one percent (2) the Borrowers shall have paid in full all other amounts owing to such Non-Extending Lender hereunder0.20%).

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Company shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Borrower dated as of the Extension Date date of such extension (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the Company resolutions adopted by such 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, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article VI and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(a)7.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) the Borrowers Lender, each Borrower shall have paid in full all other amounts prepay such Borrower’s outstanding Obligations owing to such the Non-Extending Lender hereunderLenders on such date in full (and pay any additional amounts required pursuant to Section 3.05) and shall make such other payments to the other Lenders to the extent necessary to keep outstanding Committed Loans and other appropriate Obligations ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section 2.12 shall not be effective with respect to any Lender unless: : (i) the Administrative Agent no Default shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and after giving effect to such extension, thereto and (1ii) the representations and warranties of the Loan Parties contained in 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 Extension Date date of such extension and after giving effect thereto, in each case as if 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), and except thatdate (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) and, for purposes of this SectionSection 2.12, the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent financial statements furnished delivered pursuant to Section 7.01(a), clauses (a) and (2b) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) respectively, of Section 6.01). Notwithstanding any provision of this Section from each Agreement to the contrary, no such extension shall be conditioned on Lenders and/or Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all Lenders representing more than 50% of the Loans made by each Non-Extending Lender aggregate amount of the Commitments in effect immediately prior to them hereunder and (2) the Borrowers shall have paid in full all other amounts owing Relevant Anniversary Date having agreed to such Non-Extending Lender hereunderextend the Maturity Date of their Commitments.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Borrower shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Loan Party dated as of the Extension Anniversary Date in such Loan Year (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the Company resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Anniversary Date as if made on in such Loan Year, 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 date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.14, the representations and warranties contained in clauses (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(a)6.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists or would result therefrom. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2Section 3.05) to the Borrowers shall have paid in full all other amounts owing extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Borrower shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Loan Party dated as of the Extension Anniversary Date in such Loan Year (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the Company resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Anniversary Date as if made on in such Loan Year, 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 date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.14, the representations and warranties contained in clauses (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(aclauses (a) and (b), respectively, of Section 6.01 and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists or would result therefrom. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2Section 3.05) to the Borrowers shall have paid in full all other amounts owing extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the As a condition precedent to each extension of the Revolving Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: Date, (i) the Borrower shall deliver to the Administrative Agent shall have received (A) a certificate of the Company Borrower dated as of the Extension then Existing Revolving Maturity Date signed by a Responsible Officer (x) certifying and attaching the resolutions adopted by each of the Company certifying that, before and after giving effect Credit Parties approving or consenting to such extension, extension and (y) certifying that (1) the representations and warranties of the Loan Parties contained in this Agreement Article V and in the other Loan Documents are true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Extension Date as if made on then Existing Revolving Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(asubsections (a) and (b), respectively, of Section 6.01 and (2) as of the then Existing Revolving Maturity Date, and immediately after giving effect to such extension, no Default has occurred exists and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) the Borrower shall pay to the Revolving Lenders on or before such Existing Revolving Maturity Date a fee (to be shared among the Extension Date, Revolving Lenders based upon their Applicable Percentages of the Aggregate Revolving Commitments) equal to the product of (1x) 0.075% multiplied by (y) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) the Borrowers shall have paid in full all other amounts owing to such Non-Extending Lender hereunderthen Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Commitment Termination Date pursuant to this Section 2.16 shall not be effective with respect to any Lender unless: : (ix) the Administrative Agent no Default or Acceleration Event shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and after giving effect to such extension, thereto; (1y) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Date date of such extension and after giving effect thereto, as if 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, as of such specific date), and except that, for purposes of this Section, ; provided that the representations and warranties contained in Section 6.04 Borrowers shall be deemed permitted to refer update any Schedules hereto, subject to the most recent statements furnished pursuant to Section 7.01(a)review and approval of the Agent thereof, which approval shall not be unreasonably withheld, on and (2) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) as of this Section from each Additional Commitment Lenderthe date of such extension; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (iiz) on or before the Extension Date, Commitment Termination Date of each Non-Extending Lender, (1) the relevant Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-such Non- Extending Lender to them hereunder and such Borrower hereunder; and (2) the relevant Borrowers shall have paid in full all other amounts owing to such Non-Extending Lender hereunder.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Final Maturity Date pursuant to this Section 2.20 shall not be effective with respect to any Lender unless: (i) the Administrative Agent no Default or Event of Default shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and immediately after giving effect to such extension, thereto; (1ii) each of the representations and warranties of the Loan Parties contained in this Agreement and in each of the other Loan Documents are is true and correct in all material respects on and as of the Extension Date date of such extension after giving effect thereto, as if 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, as of such specific date); and (iii) if any Loans shall be outstanding on the date of replacement of any Non-Extending Lender, the Borrower shall borrow from each of the Extending Lenders and each of the Additional Lenders (collectively, the “Continuing Lenders”), and except that, for purposes of this Section, the representations and warranties contained in Section 6.04 Continuing Lenders shall be deemed to refer make Loans to the most recent statements furnished pursuant to Section 7.01(aBorrower (with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)), and (2) no Default has occurred notwithstanding the provisions of Section 2.02 and is continuing; (B) a duly executed Assignment Section 2.10 that borrowings and Assumption referred to prepayments be made ratably in paragraph (d) accordance with the principal amounts of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before Loans held by the Extension Date, (1Lenders) the Borrowers Borrower shall have paid repay in full the principal of and interest on all of the Loans made by each such Non-Extending Lender to them hereunder and (2) the Borrowers shall have paid in full all Borrower hereunder, together with any other amounts owing payable hereunder to such Non-Extending Lender hereunderLender, so that after giving effect to such Loans and prepayments, the Loans (and Interest Period(s) of Loan(s)) shall be held by the Continuing Lenders ratably in accordance with the respective amounts of their Commitments (as modified on the date of such replacement).

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Borrower shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company dated as of the Extension Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Date as if made on 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 as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.14, the representations and warranties contained in clauses (a) and (b) of Section 6.04 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(a)6.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists or would result therefrom. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to them hereunder and (2Section 3.05) to the Borrowers shall have paid in full all other amounts owing extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Termination Date pursuant to this Section 2.6.6 shall not be effective with respect to any Lender Bank (unless otherwise agreed by such Bank) unless: (ia) the Administrative Agent no Unmatured Default or Default shall have received (A) a certificate occurred and be continuing on the date of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before such extension and after giving effect to such extension, thereto; (1b) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any representation or warranty, such representation or warranty shall be true and correct in all respects) on and as of the Extension Date date of such extension and after #184122093_7 giving effect thereto, as if 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, as of such specific date), and except that, for purposes ; (c) since the date of this Section, the representations and warranties contained in Section 6.04 shall be deemed to refer financial statements most recently delivered to the most recent statements furnished Administrative Agent in accordance with Section 6.1.1, there has not occurred a material adverse change in the business, assets, liabilities, operations or financial condition of the Company and its Subsidiaries taken as a whole, except events or circumstances disclosed in reports filed by the Company during the period from May 31, 2023 to the Effective Date pursuant to Section 7.01(a13 of the Securities Exchange Act of 1934, copies of which have been furnished to the Banks prior to the date hereof (including by posting on the website of the SEC at xxxx://xxx.xxx.xxx), and (2) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (iid) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal Termination Date of and interest on all of the Loans made by each Non-Extending Lender Bank, the Company shall repay to them hereunder and (2) the Borrowers shall have paid in full all other amounts owing to each such Non-Extending Lender hereunderBank any Loans at the time owing to it (and pay any additional amounts required pursuant to Section 3.4) and such Non-Extending Bank’s Commitments shall be terminated.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoingAs a condition precedent to such extension, the extension of the Maturity Date pursuant Company shall deliver to this Section shall not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (A) a certificate of the Company each Loan Party dated as of the Extension Anniversary Date in such Loan Year (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the Company resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties of the Loan Parties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Anniversary Date as if made on in such Loan Year, 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 date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), and except that, that for purposes of this SectionSection 2.14, the representations and warranties contained in clauses (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(a)6.01, and (2B) no Default has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) exists or would result therefrom. In addition, on the Maturity Date of this Section from each Additional Commitment Lender; and (C) such other information or documentation as the Administrative Agent may reasonably request; and (ii) on or before the Extension Date, (1) the Borrowers shall have paid in full the principal of and interest on all of the Loans made by each Non-Extending Lender to them hereunder and (2) Lender, the Borrowers shall have paid in full all other prepay any Committed Loans outstanding on such date (and pay any additional amounts owing required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such Non-Extending Lender hereunderdate.