Common use of Conditions to Effectiveness of Extensions Clause in Contracts

Conditions to Effectiveness of Extensions. As a condition precedent to any extension, the Company shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, (i) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination Date, the Borrowers shall make such other payments of Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to keep such outstanding Loans ratable with the respective Percentages of the Revolving Lenders or Term Lenders, as applicable, after giving effect to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended period.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company shall (a) deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Existing Termination Requested Extension Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person (i) certifying and attaching the Company resolutions adopted by such Person approving or consenting to such extension and (ii) in the case of the Company, certifying that immediately that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents Article VI are true and correct in all material respects on and as of the Existing Termination DateRequested Extension Date with the same effect as if made on and as of such date, except (x) to the extent that such representations for any representation and warranties specifically refer to warranty made as of an earlier date, in which case they are representation and warranty shall remain true and correct in all material respects as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (iiB) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Consenting Lender, the Borrowers shall make such other payments of (x) prepay any Revolving Credit Loans or Term USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.44.11) to the extent necessary to keep such outstanding Revolving Credit Loans ratable with the respective Percentages of the or USD Revolving Lenders or Term Lenders, as applicable, after giving effect to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Credit Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except ratable with respect to the extension any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the Existing Termination Date) respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extended Term Loans shall be subject extent necessary to quarterly amortization consistent with comply with, Section 6.1.1 for 2.5(b) after giving effect to the extended periodreduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Date.

Conditions to Effectiveness of Extensions. As a condition precedent to any extension, the Company extension of the Maturity Date pursuant to this Section: (i) the Borrower shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower certifying that immediately (A) no Default exists on the date of such certificate, either before and immediately or after giving effect to such extension, ; (iB) the representations and warranties of the Borrowers contained in Section 9 and 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 Existing Termination Datedate of such extension and after giving effect thereto (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 (x) that such materiality qualifier shall not apply to the extent that any such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2representation or warranty is qualified by materiality); and (C) there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ii) no Event of Default or Unmatured Event of Default exists; (b) to on the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder Maturity Date applicable to each Non-Extending Lender (other than contingent indemnification obligations). In additionLender, the Borrower shall prepay, on the Existing Termination Datea non pro rata basis with respect to Extending Lenders, the Borrowers shall make such other payments of Revolving any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep satisfy in full the Obligations due to such outstanding Loans ratable with Non-Extending Lender under the respective Percentages Loan Documents as of such date; (iii) on the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Pro Rata Share of the Revolving Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and the Additional Commitment Lenders in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Term LendersAdditional Commitment Lender, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Lender’s Commitments as applicablein effect at such time; and (iv) if the reallocation described in the preceding clause (iii) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments reallocation pursuant to the preceding clause (iii) and the payment required by the Extending Lenderspreceding clause (ii), which such Borrowings shall be made ratably by the Total Outstandings exceed the Commitments of the Extending Lenders in accordance with their extended Revolving Commitments or Term and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (iv) shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iii)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, as applicable. Except for those terms included purchase participations in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender Swing Line Loans, and Additional Commitment Lender (purchase participations in L/C Obligations with respect to terms that apply solely to any period Letters of Credit issued after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, such Maturity Date shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodterminate.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, the extension of the Expiration Date or the Term Loan Maturity Date pursuant to this Section 5.16 shall only be effective with respect to any extensionLender on the Extension Effective Date if: (i) in the case of any proposed extension of the Expiration Date, the Company total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall (a) deliver be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Administrative Agent a certificate dated Extension Effective Date; (ii) in the case of any proposed extension of the Term Loan Maturity Date, the total of the outstanding Term Loans of the Lenders that have agreed so to extend the Term Loan Maturity Date shall be more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the Extension Effective Date; (iii) as of the Existing Termination Date (for delivery to each Extending Lender date of such extension, and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extensionthereto, (i) the representations and representations, warranties of the Borrowers contained in Section 9 Borrower and of the other Loan Parties contained herein and in the other Loan Documents are shall be true and correct on in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Existing Termination Datecorrect), except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.55.16, the representations and warranties contained in subsections (a) and (b) of Section 9.4 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 8.11 (and 10.1.2; the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date); (iiiv) no Event of Default or Unmatured Event Potential Default shall have occurred and be continuing on the date of Default exists; such extension and after giving effect thereto; (bv) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the extent board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension; (vi) on or before the Administrative Agent, deliver such documents as are necessary Expiration Date or appropriate to confirm that such extension has been approved or consented to by each Term Loan Party; and (c) pay all amounts payable hereunder to Maturity Date of each Non-Extending Lender (other than contingent indemnification obligations). In addition, A) the Borrower shall have paid in full the principal of and interest on all of the Existing Termination Date, the Borrowers shall make Loans made by such other payments of Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.4) Non-Extending Lender to the extent necessary Borrower hereunder and (B) the Borrower shall have paid in full all other Obligations owing to keep such outstanding Loans ratable with Lender hereunder and other under the respective Percentages of the Revolving Lenders or Term Lenders, as applicable, other Loan Documents (it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Non-Extending Lenders, which such Borrowings Lender’s Commitment shall be made ratably by deemed terminated on the then-existing Expiration Date or Term Loan Maturity Date and such Non-Extending Lenders Lender shall no longer be a “Lender” hereunder); and (vii) if such extension is being effectuated in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect last paragraph of Section 12.1 pursuant to terms that apply solely to any period after the applicable Existing Termination Date), which the terms of such extended Loans or Commitments are being amended, an amendment entered into by the extended Revolving Commitments or extended Term Loans, as applicable, parties required by such provision shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodhave become effective.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, the extension of the Expiration Date pursuant to this Section 2.14 shall not be effective with respect to any extension, Lender unless: (i) no Potential Default or Event of Default shall have occurred and be continuing on the Company shall (a) deliver to the Administrative Agent a certificate dated as date of the Existing Termination Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before such Extension and immediately after giving effect to such extension, thereto; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections this Agreement are true and correct in all material respects on and as of the date of such Extension and immediately after giving effect thereto, as though made on and as of such date (aor, if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) on the Existing Expiration Date, (1) the Borrower shall have paid in full the principal of and (b) accrued interest and fees on all of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 Loans and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested Commitments made by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender to the Borrower hereunder, (2) the Borrower shall have paid in full all other than contingent indemnification obligations). In additionamounts required to be paid by the Borrower then due and owing to such Non-Extending Lender hereunder and (3) the Commitments of each Non-Extending Lender shall automatically terminate; (iv) the Required Lenders and the Swing Loan Lender and Issuing Lender shall have agreed to extend the Expiration Date of their Commitments pursuant to clause (b) above; and (v) each such Extension shall be effected pursuant to an amendment (an “Extension Amendment”) to this Agreement and, on the Existing Termination Dateas appropriate, the Borrowers shall make such other payments of Revolving Loans or Term LoansLoan Documents, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to keep such outstanding Loans ratable with the respective Percentages of the Revolving Lenders or Term Lenders, as applicable, after giving effect to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments executed by the Extending Borrower, the Administrative Agent, such Lenders that have agreed to extend their Existing Expiration Date and any Additional Commitment Lenders, which Extension Amendment shall effect, without the consent of any other Person, such Borrowings shall amendments to this Agreement and the other Loan Documents as may be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments necessary or Term Loansappropriate, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender opinion of the Administrative Agent (but with respect to terms that apply solely to any period after the applicable Existing Termination Dateconsent of the Borrower), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodeffect any such Extension.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Administrative Agent a certificate of the Borrower dated as of the Existing Termination such Extension Date (in sufficient copies for delivery to 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 immediately as of such Extension Date, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in ARTICLE V (other than the representation and warranty in Section 9 5.05) are (i) with respect to representations and of the Loan Parties contained in the other Loan Documents are warranties that contain a qualification as to materiality, true and correct on in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects, in each case as of the Existing Termination Date, such Extension Date (except (x) to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they are such representation or warranty shall be true and correct in all material respects on and as of such earlier date, and (y) except that for purposes of this Section 6.3.52.19, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 10.1.1 and 10.1.2; 6.01), and (iiB) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers Borrower shall make such other payments of prepay any Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep such outstanding Revolving Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company shall (a) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Existing Termination Initial Maturity Date (in sufficient copies for delivery to each Extending Lender and each Additional Commitment 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 immediately that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Initial Maturity Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.52.15, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 10.1.1 6.01 and 10.1.2; (B) no Default exists and (b) the Borrower shall pay to the Extending Lenders and the Additional Commitment Lenders on the Initial Maturity Date a fee (to be shared among the Extending Lenders and the Additional Commitment Lenders based upon their pro rata share of the Aggregate Revolving Commitments) equal to the product of (i) 0.15% multiplied by (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations)then Aggregate Revolving Commitments. In addition, on the Existing Termination DateRevolving Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall make (x) repay the Loans of such other payments of Revolving Loans or Term Loans, as applicable, Non-Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) and (y) prepay any Committed Revolving Loans of each Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) and/or borrow from each Additional Commitment Lender, on a non-pro rata basis with the Extending Lenders, to the extent necessary to keep such outstanding Committed Revolving Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Administrative Agent a certificate of the Borrower dated as of the Existing Termination such Extension Date (in sufficient copies for delivery to 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 immediately as of such Extension Date, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in ARTICLE V (other than the representation and warranty in Section 9 5.05) are (i) with respect to representations and of the Loan Parties contained in the other Loan Documents are warranties that contain a qualification as to materiality, true and correct on in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects, in each case as of the Existing Termination Date, such Extension Date (except (x) to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they are such representation or warranty shall be true and correct in all material respects on and as of such earlier date, and (y) except that for purposes of this Section 6.3.52.19, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 10.1.1 and 10.1.2; 6.01), and (iiB) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers Borrower shall make such other payments of Revolving prepay any Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep such outstanding Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company shall (a) deliver to the Administrative Agent shall have received (i) a certificate of each Borrower dated as of the Existing Termination Extension Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower (A) certifying and attaching the Company resolutions adopted by such Borrower approving or consenting to such extension and (B) in the case of the Company, certifying that immediately that, before and immediately after giving effect to such extension, (ix) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations Extension Date as if made on and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier 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 (y) that except that, for purposes of this Section 6.3.5Section, the representations and warranties contained in subsections (aSection 3.04(a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 5.01(a) or Section 5.01(b), as applicable, and 10.1.2(y) no Default shall have occurred and be continuing; and (ii) no Event a joinder or other agreement referred to in paragraph (c) of Default or Unmatured Event this Section from each Additional Commitment Lender pursuant to which such Lender shall, effective as of Default exists; the Extension Date, undertake a Commitment, executed by each such Lender and the Company (b) to the extent reasonably requested which shall be acknowledged by the Administrative Agent, deliver such documents as are necessary ). On each Extension Date (or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each any other date thereafter on which a Non-Extending Lender shall be replaced pursuant to paragraph (other than contingent indemnification obligationsc) of this Section). In addition, on the Existing Termination Date, the Applicable Borrowers shall make such other payments of prepay on a nonratable basis any Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to keep 2.16), and/or borrow on a nonratable basis from each Additional Commitment Lender which is providing a new Commitment on such outstanding Loans ratable with the respective Percentages of the Revolving Lenders or Term Lendersdate, as applicablesuch that, after giving effect to such extensionthereto, it being understood that such repayments may all outstanding Revolving Loans shall be funded with the proceeds of new Borrowings made simultaneously with such repayments held by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodrespective revised Applicable Percentages.

Conditions to Effectiveness of Extensions. As a condition conditions precedent to any extensionthe effectiveness of each such extension of the Revolver Maturity Date, each of the Company following requirements shall (a) deliver be satisfied or waived on or prior to the Initial Revolver Maturity Date or the Extended Revolver Maturity Date, as applicable, as determined in good faith by the Administrative Agent a certificate dated as (in each case, the first date on which such conditions precedent are satisfied or waived, an “Extension Effective Date”): (i) On the date of the Existing Termination Date (for delivery to each Extending Lender applicable Revolver Extension Notice, and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that both immediately before and immediately after giving effect to such extension of the Revolver Maturity Date, no Default shall have occurred and be continuing; (ii) The Borrowers shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Appropriate Lenders based on their respective Applicable Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.0625% multiplied by the amount of the Aggregate Revolving Commitments as in effect on such Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate of the Parent dated as of the applicable Extension Effective Date signed by a Responsible Officer of the Parent (i) (x) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (y) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolver Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolver Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that, before and after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct in all material respects on and as of the Existing Termination applicable Extension Effective Date, except (x) 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 earlier date, and (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and (z) for purposes of this Section 6.3.52.13, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; subsections (a) and (iib), respectively, of Section 6.01, and (B) no Event of Default or Unmatured Event of Default exists; and (biv) The Borrowers and the other Loan Parties shall have delivered to the extent reasonably requested by Administrative Agent such reaffirmations of their respective obligations under the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and Documents (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination Date, the Borrowers shall make such other payments of Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to keep such outstanding Loans ratable with the respective Percentages of the Revolving Lenders or Term Lenders, as applicable, after giving effect to such the extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments and acknowledgments and certifications that they have no claims, offsets or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except defenses with respect to the extension payment or performance of any of the Existing Termination Date) and (y) Obligations, including, without limitation, reaffirmations of the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for Guaranty, executed by the extended periodLoan Parties party thereto.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company shall (a) deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Existing Termination Requested Extension Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person (i) certifying and attaching the Company resolutions adopted by such Person approving or consenting to such extension and (ii) in the case of the Company, certifying that immediately that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents Article VI are true and correct in all material respects on and as of the Existing Termination DateRequested Extension Date with the same effect as if made on and as of such date, except (x) to the extent that such representations for any representation and warranties specifically refer to warranty made as of an earlier date, in which case they are representation and warranty shall remain true and correct in all material respects as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (iiB) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Consenting Lender, the Borrowers shall make such other payments of (x) prepay any Revolving Credit Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.44.11) to the extent necessary to keep such outstanding Revolving Credit Loans ratable with the respective any revised Commitment Percentages of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Lenders or Term LendersLoans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, as applicableand to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in Commitments occurring on such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Maturity Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended period.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Lead Administrative Agent a certificate dated as of the Existing Termination applicable Extension Effective Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying that immediately and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Existing Termination such applicable Extension Effective Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.52.15, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; subsections (a) and (iib), respectively, of Section 6.01, (B) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; exists and (cC) pay all amounts payable hereunder since the date of the most recent audited financial statements furnished pursuant to each Non-Extending Lender subsection (other than contingent indemnification obligations)a) of Section 6.01, there shall have been no event or circumstance that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, (i) the Borrowers shall make repay in full all Obligations (other than contingent indemnification obligations and Letters of Credit issued by any Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such other payments of Revolving Non-Extending Lender have been made), including any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep such outstanding Committed Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) date and (yii) the extended Term Loans shall be subject Lead Administrative Agent will notify the remaining Lenders of any revisions to quarterly amortization consistent with Section 6.1.1 for the extended periodtheir Applicable Percentages effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Administrative Agent (i) a certificate dated as of the Existing Termination Maturity Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension, (ii) a certificate dated as of the Company Existing Maturity Date signed by a Responsible Officer certifying that immediately that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 4 and of the Loan Parties contained in the other Loan Documents are true and correct in all material respects on and as of the Existing Termination Maturity Date, except (x1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, (2) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (iiB) no Event of Default or Unmatured Event of Default exists; , (biii) to the extent reasonably such financial, business and other information regarding each Group Member as requested by the Administrative Agent, deliver Agent or any Extending Lender necessary for the Administrative Agent or such documents as are necessary or appropriate Extending Lender to confirm that such extension has been approved or consented to by each Loan Party; complete any required due diligence investigations and (civ) pay all amounts payable hereunder the Borrower, the Administrative Agent and the Extending Lenders shall have agreed to each Non-Extending Lender (other than contingent indemnification obligations)appropriate updates to the covenants set forth in Section 7.1. In addition, on the Existing Revolving Termination DateDate of each Non-Extending Lender, the Borrowers shall make such other payments of Revolving repay any Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts breakage fees required pursuant to Section 8.4hereunder) to the extent necessary to keep such outstanding Loans ratable with the respective any revised Revolving Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any extension, Lender unless: (A) no Default or Event of Default shall have occurred and be continuing on the Company shall (a) deliver to the Administrative Agent a certificate dated as date of the Existing Termination Date (for delivery to each Extending Lender such extension and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, thereto; (iB) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents this Agreement are true and correct on and as of the Existing Termination Datedate of such extension and after giving effect thereto, except (x) to the extent that such representations as though made on and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, and (y) that for purposes as of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default existssuch specific date); (bC) to the extent reasonably requested receipt by the Administrative Agent, deliver Agent of such documents as are necessary or evidence of appropriate authorization on the part of the Borrower with respect to confirm that such extension has been approved or consented as the Administrative Agent may reasonably request; (D) on the Maturity Date (without giving effect to by each Loan Party; and (cany extension) pay all amounts payable hereunder to of each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateLender, the Borrowers Borrower shall make such other payments of repay any Revolving Loans or Term Loans, as applicable, Advances outstanding on such date (and pay any additional amounts required pursuant to Section 8.42.11) and any other Obligations owing to such Non-Extending Lender to each such Non-Extending Lender and the Revolving Commitments of the Non-Extending Lenders shall be terminated; and (E) the Borrower shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep such outstanding Loans Revolving Advances ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Administrative Agent a certificate of the Borrower dated as of the Existing Termination such Extension Date (in sufficient copies for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that immediately as of such Extension Date, before and immediately after giving effect to such extension, (i) the representations and warranties of the Borrowers contained in ARTICLE V (other than the representation and warranty in Section 9 5.05) are (i) with respect to representations and of the Loan Parties contained in the other Loan Documents are warranties that contain a qualification as to materiality, true and correct on in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects, in each case as of the Existing Termination Date, such Extension Date (except (x) to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they are such representation or warranty shall be true and correct in all material respects on and as of such earlier date, and (y) except that for purposes of this Section 6.3.52.19, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 10.1.1 6.01), and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers Borrower shall make such other payments of Revolving prepay any Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep such outstanding Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition conditions precedent to any each such extension, the Company : (i) Borrower shall (a) deliver to the Administrative Agent a certificate dated of each Loan Party as of the Existing Termination Maturity Date then in effect (in sufficient copies for delivery to each Extending Lender and each Additional Commitment 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 immediately that, before and immediately after giving effect to such extension, (i1) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination DateMaturity Date then in effect, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.52.13, the representations and warranties contained in subsections clauses (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 10.1.1 6.01, and 10.1.2; and (2) no Default exists or would result therefrom. (ii) no Event On the Maturity Date of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In additionLender, on the Existing Termination Date, the Borrowers Borrower shall make such other payments of Revolving prepay any Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep such outstanding Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenderseffective as of such date. (iii) On the Maturity Date then in effect, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Commitment Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances. (iv) (A) Upon the reasonable request of any Lender, including any Additional Commitment Lender, made at least 15 days prior to the Maturity Date then in effect, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least 10 days prior to the Maturity Date then in effect and (B) at least 10 days prior to the Maturity Date then in effect, any Loan Party that qualifies as applicablea “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (v) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Maturity Date then in effect, except to such extension, it being understood the extent that such repayments may be funded with the proceeds representations and warranties specifically refer to an earlier date, in which case they are true and correct as of new Borrowings made simultaneously with such repayments by the Extending Lendersearlier date, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except and except that for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date)purposes of this Section 2.13, the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall representations and warranties contained in clauses (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Datea) and (yb) the extended Term Loans of Section 5.05 shall be subject deemed to quarterly amortization consistent with refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1.1 for the extended period6.01, and (B) no Default exists or would result therefrom.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Termination Maturity Date (in sufficient copies for delivery to 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 immediately that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Maturity Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.52.14, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; subsections (a) and (iib), respectively, of Section 6.01, and (B) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers Borrower shall make repay such other payments of Non-Extending Lender’s Revolving Loans (except to the extent assigned to an Extending Lender or Term Loans, as applicable, Additional Commitment Lender) and shall prepay Revolving Loans of the Extending Lenders and Additional Commitment Lenders outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep such outstanding Revolving Loans ratable with the respective any revised Pro Rata Percentages of the Revolving Lenders or Term Lenders, as applicable, after giving effect to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the respective Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms Lenders effective as of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodsuch date.

Conditions to Effectiveness of Extensions. As a condition precedent to any extensionNotwithstanding the foregoing, the Company shall (a) deliver to the Administrative Agent a certificate dated as extension of the Existing Termination Revolving Credit Maturity Date pursuant to this Section shall not be effective unless: (for delivery to each Extending Lender i) no Default or Event of Default shall have occurred and each Additional Commitment Lender) signed by a Responsible Officer be continuing on the date of the Company certifying that immediately before such extension and immediately after giving effect to such extension, thereto; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 Article VI shall be deemed true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to refer Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of the applicable anniversary of the Closing Date with the same effect as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to the most recent statements furnished pursuant to Section 10.1.1 Material Adverse Effect, which such representation and 10.1.2warranty shall be true and correct in all respects as of such earlier date); and and; (iiiii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder with respect to each Non-Extending Lender (other than contingent indemnification obligations). In additionLender, on the Existing Termination DateRevolving Credit Maturity Date (as in effect prior to such extension), the Borrowers Borrower shall make prepay (provided that any such other payments of Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant prepayment shall be subject to Section 8.44.10) all Obligations owing to the extent necessary to keep such outstanding Loans ratable with the respective Percentages of Non-Extending Lender and the Revolving Lenders Credit Commitments shall be reduced by an amount equal to such Non-Extending Lender’s Revolving Credit Commitment; (iv) on the Revolving Credit Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.10) one or Term Lenders, as applicablemore existing Revolving Credit Loans in an amount necessary such that, after giving effect to the extension of the Revolving Credit Maturity Date, each Lender will hold its pro rata share (based on its share of the revised Revolving Credit Commitments) of outstanding Revolving Credit Loans; (v) on the Revolving Credit Maturity Date (as in effect prior to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.10) one or more existing Revolving Credit Loans or cash collateralize Letters of the extended Revolving Commitments or extended Term LoansCredit in an amount necessary such that, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect after giving effect to the extension of the Existing Termination Revolving Credit Maturity Date, the aggregate amount of L/C Obligations outstanding plus Revolving Credit Loans outstanding shall not exceed the Revolving Credit Commitments; and (vi) and (y) since the extended Term Loans date of the most recent annual audited financial statements delivered pursuant to Section 7.1(a), no event or condition shall have occurred on or before the date of such extension that would have or would be subject reasonably expected to quarterly amortization consistent with Section 6.1.1 for the extended periodhave a Material Adverse Effect.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding anything to the contrary in the foregoing, any extension of the Revolving Commitment Termination Date pursuant to this Section 2.22 shall not be effective with respect to any extensionLender unless, the Company shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, (i) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Dateeffective date of such extension: (a) the conditions for a Borrowing provided in Sections 3.2.1, except 3.2.2 and 3.2.3 shall be satisfied; (xb) to the extent that such representations and warranties specifically refer to Administrative Agent shall have received a certificate, duly executed by an earlier dateAuthorized Officer of each Borrower, in which case they are true and correct (i) certifying that, as of such earlier date, and (y) that for purposes effective date of this Section 6.3.5such extension, the representations and warranties contained conditions in subsections the foregoing clause (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; are satisfied and (ii) no Event of Default or Unmatured Event of Default exists; (b) to certifying and attaching the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to resolutions adopted by each Loan PartyBorrower approving or consenting to such extension; and and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination Date, the Borrowers shall make such other payments of Revolving prepay any Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.42.17.3) to the extent necessary to keep any such outstanding Loans ratable with the respective any revised Revolving Commitment Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, of such date (after giving effect to such extension). In addition, it being understood that such repayments may be funded with on the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Commitment Termination Date Extension Request or as otherwise agreed by of each applicable Non-Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date)Lender, the terms Borrowers shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.17.3) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Revolving Commitment Percentages of the extended Revolving Commitments or extended Term Loans, respective Lenders effective as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodsuch date.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to this Section shall not be effective with respect to any extensionLender unless: (i) no Default or Unmatured Default shall have occurred and be continuing on the applicable Anniversary Date or Assignment Date, the Company shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (for delivery to each Extending Lender applicable, and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, any extension granted under this Section; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) this Agreement are true and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay correct in all amounts payable hereunder to each Non-Extending Lender material respects (other than contingent indemnification obligationsthose representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the applicable Anniversary Date or Assignment Date, as applicable, and after giving effect thereto, as though made on and as the applicable Anniversary Date or Assignment Date, as applicable (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). In addition, ; and (iii) on the Existing Termination applicable Anniversary Date or Assignment Date, as applicable, the Borrowers shall make such other payments of prepay any Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.4) to the extent necessary to keep such outstanding Revolving Loans ratable with any revised Pro Rata Shares of the respective Percentages Lenders effective as of the Revolving Lenders or Term Lenderssuch date. In addition, as applicable, after upon giving effect to such extensionany revision of Pro Rata Shares pursuant to this Section 2.28, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings each Lender shall be made participate in any outstanding Facility LC's (other than any Bank Guaranties) and Swing Line Loans ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodits Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Lead Administrative Agent a certificate dated as of the Existing Termination applicable Extension Effective Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying that immediately and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Existing Termination such applicable Extension Effective Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.52.15, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; subsections (a) and (iib), respectively, of Section 6.01, and (B) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers shall make repay in full all Obligations (other than contingent indemnification obligations and Letters of Credit issued by any Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such other payments of Revolving Non-Extending Lender have been made), including any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep such outstanding Committed Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may date. ” (e) Section 7.05 of the Credit Agreement shall be funded amended by replacing the number “$150,000,000” in the proviso in clause (k) thereof with the proceeds number “$250,000,000”. (f) Section 7.09 of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings Credit Agreement shall be made ratably by the Extending Lenders amended and restated to read in accordance with their extended Revolving Commitments or Term Loans, its entirety as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended period.follows:

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to this Section shall not be effective with respect to any extensionLender unless: (i) no Default or Unmatured Default shall have occurred and be continuing on the applicable Anniversary Date or Assignment Date, the Company shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (for delivery to each Extending Lender applicable, and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, any extension granted under this Section; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents this Agreement are true and correct on and as of the Existing Termination applicable Anniversary Date or Assignment Date, except as applicable, and after giving effect thereto, as though made on and as the applicable Anniversary Date or Assignment Date, as applicable (x) or, if any such representation or warranty is expressly stated to the extent that such representations and warranties specifically refer to an earlier have been made as of a specific date, in which case they are true and correct as of such earlier specific date, and ); and (yiii) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination applicable Anniversary Date or Assignment Date, as applicable, the Borrowers shall make such other payments of prepay any Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.4) to the extent necessary to keep such outstanding Revolving Loans ratable with any revised Pro Rata Shares of the respective Percentages Lenders effective as of the Revolving Lenders or Term Lenderssuch date. In addition, as applicable, after upon giving effect to such extensionany revision of Pro Rata Shares pursuant to this Section 2.28, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings each Lender shall be made participate in any outstanding Facility LC's (other than any Bank Guaranties) and Swing Line Loans ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodits Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to this Section shall not be effective with respect to any extensionLender unless: (i) no Default or Unmatured Default shall have occurred and be continuing on the applicable Anniversary Date or Assignment Date, the Company shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (for delivery to each Extending Lender applicable, and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, any extension granted under this Section; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) this Agreement are true and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay correct in all amounts payable hereunder to each Non-Extending Lender material respects (other than contingent indemnification obligationsthose representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the applicable Anniversary Date or Assignment Date, as applicable, and after giving effect thereto, as though made on and as the applicable Anniversary Date or Assignment Date, as applicable (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). In addition, ; and (iii) on the Existing Termination applicable Anniversary Date or Assignment Date, as applicable, the Borrowers shall make such other payments of prepay any Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.4) to the extent necessary to keep such outstanding Revolving Loans ratable with any revised Pro Rata Shares of the respective Percentages Lenders effective as of the Revolving Lenders or Term Lenderssuch date. In addition, as applicable, after upon giving effect to such extensionany revision of Pro Rata Shares pursuant to this Section 2.28, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings each Lender shall be made participate in any outstanding Facility LC’s (other than any Bank Guaranties) and Swing Line Loans ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodits Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent to any extension, the Company shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (in sufficient copies for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, (i) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination Date, the Borrowers shall make such other payments of Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to keep such outstanding Loans ratable with the respective Percentages of the Revolving Lenders or Term Lenders, as applicable, after giving effect to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodCommitments.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company shall (a) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Termination Maturity Date (for delivery to 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 each Loan Party, certifying that immediately that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Maturity Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.52.29, the representations and warranties contained in subsections clauses (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; clauses (a) and (iib), respectively, of Section 6.01, and (B) no Default, New Vehicle Event of Default or Unmatured Used Vehicle Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary exists or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations)would result therefrom. In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers shall make such other payments of Revolving prepay any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to keep such outstanding Revolving Committed Loans ratable with the respective any revised Applicable Revolving Percentages, New Vehicle Floorplan Committed Loans ratable with any revised Applicable New Vehicle Floorplan Percentages and Used Vehicle Floorplan Committed Loans ratable with any revised Applicable Used Vehicle Floorplan Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) pay all fees, invoiced expenses and other amounts payable on or prior to the date of such extension and deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Termination applicable anniversary of the Effective Date (in sufficient copies for delivery to 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 immediately that, before and immediately after giving effect to such extension, (iA) the representations and warranties of (x) the Borrowers Borrower contained in Section 9 Article V and of the (y) each Loan Parties Party contained in the each other Loan Documents Document are true and correct in all material respects (except that all representations and warranties that are qualified by materiality are true and correct in all respects) on and as of the Existing Termination applicable anniversary of the Effective Date, except (x) 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 true and correct in all respects for any such representations or warranties that are qualified by materiality) as of such earlier date, and (y) except that for purposes of this Section 6.3.52.20, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; 6.01(a), and (iiB) no Event of Default exists or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations)would result therefrom. In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers Borrower shall make such other payments of Revolving prepay any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep such outstanding Committed Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenderseffective as of such date which amounts, as applicablefor the avoidance of doubt, after giving effect to such extension, it being understood that such repayments may be funded paid with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodadditional concurrent Borrowings.

Conditions to Effectiveness of Extensions. As a condition conditions precedent to any each such extension, the Company : (i) Borrower shall (a) deliver to the Administrative Agent a certificate dated of each Loan Party as of the Existing Termination Maturity Date then in effect (in sufficient copies for delivery to each Extending Lender and each Additional Commitment 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 immediately that, before and immediately after giving effect to such extension, (i1) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination DateMaturity Date then in effect, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.52.13, the representations and warranties contained in subsections clauses (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 10.1.1 6.01, and 10.1.2; and (2) no Default exists or would result therefrom. (ii) no Event On the Maturity Date of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In additionLender, on the Existing Termination Date, the Borrowers Borrower shall make such other payments of Revolving prepay any Loans or Term Loans, as applicable, outstanding on such date to such Non-Extending Lender (and pay any additional amounts required pursuant to Section 8.43.05) and such other Loans to the extent necessary to keep such outstanding Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lendersthat are not Non-Extending Lenders effective as of such date. (iii) On the Maturity Date then in effect, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Commitment Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances. (iv) (A) Upon the reasonable request of any Lender, including any Additional Commitment Lender, made at least 15 days prior to the Maturity Date then in effect, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least 10 days prior to the Maturity Date then in effect and (B) at least 10 days prior to the Maturity Date then in effect, any Loan Party that qualifies as applicablea “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (v) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Maturity Date then in effect, except to such extension, it being understood the extent that such repayments may be funded with the proceeds representations and warranties specifically refer to an earlier date, in which case they are true and correct as of new Borrowings made simultaneously with such repayments by the Extending Lendersearlier date, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except and except that for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date)purposes of this Section 2.13, the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall representations and warranties contained in clauses (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Datea) and (yb) the extended Term Loans of Section 5.05 shall be subject deemed to quarterly amortization consistent with refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1.1 for the extended period6.01, and (B) no Default exists or would result therefrom.

Conditions to Effectiveness of Extensions. As a condition precedent to any each such extension, the Company L/C Issuer and the Swing Line Lender shall (a) have consented to such extension of the Revolving Credit Commitments, to the extent that such extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period, and the Borrower Agent shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Existing Termination Maturity Date (in sufficient copies for delivery to each Extending Lender and each Additional Commitment Extension Lender) signed by a Responsible Officer of such Borrower approving or consenting to such extension and (i) certifying and attaching the Company resolutions adopted by such Borrower approving or consenting to such extension, and (ii) in the case of the Borrower Agent, certifying that immediately that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article VI and of the Loan Parties contained in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the Existing Termination Maturity Date, except (x) 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 earlier date, and (y) except that for purposes of this Section 6.3.52.15, the representations and warranties contained in subsections (a) and (b) of Section 9.4 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; clauses (a) and (iib), respectively, of Section 7.01, and (B) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateRevolving Credit Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall make prepay any Loans of such other payments of Revolving Loans or Term Loans, as applicable, Non-Extending Lender outstanding on such date (together with all accrued and pay unpaid interest and fees with respect thereto and any additional amounts required pursuant to Section 8.44.05) to the extent necessary to keep such outstanding Revolving Credit Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenderseffective as of such date. In addition to and not in limitation of the foregoing, as applicablea condition precedent to any increase pursuant to Section 2.19(a), after giving effect the Borrower Agent shall pay to such extensionthe Administrative Agent, it being understood that such repayments may be funded with for the proceeds account of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by Administrative Agent and/or the Extending remaining Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender (and Additional Commitment Lender (with respect to terms that apply solely to any period after Extension Lenders) providing the applicable Existing Termination Date)increase, the terms of the extended Revolving Commitments or extended Term Loans, such closing fees as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for mutually determined by the extended periodAdministrative Agent and the Borrower Agent.

Conditions to Effectiveness of Extensions. As a condition precedent to any extensionsuch Extension, the Company Co-Borrowers shall (a) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Termination Extension Effective Date (in sufficient copies for delivery to 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 Co-Borrowers, certifying that immediately that, before and immediately after giving effect to such extensionExtension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents (x) with respect to representations and warranties that contain a materiality qualification, are true and correct on and as of the Existing Termination Extension Effective Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and in each case except that for purposes of this Section 6.3.52.18, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; Sections 6.01(a) and (iib), respectively, and (B) no Event of Default exists or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations)would result therefrom. In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Co-Borrowers shall make such other payments of Revolving prepay any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep such outstanding Committed Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination then current Maturity Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying that immediately and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Existing Termination then current Maturity Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.52.15, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; subsections (a) and (iib), respectively, of Section 6.01, and (B) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers shall make repay in full all Obligations (other than contingent indemnification obligations and Letters of Credit issued by any Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such other payments of Revolving Non-Extending Lender have been made), including any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep such outstanding Committed Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any extension, Lender unless: (A) no Default or Event of Default shall have occurred and be continuing on the Company shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Extension Closing Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that both immediately before and immediately after giving effect to such extension, thereto; (iB) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections this Agreement are true and correct in all material respects (aexcept that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Change in the text thereof) on and as of the Extension Closing Date both immediately before and immediately after giving effect thereto, as though made on and as of such date, except that any representation and warranty which by its terms is made as of a specified date shall be true and correct only as of such specified date; (C) the receipt by the Administrative Agent of such evidence of appropriate authorization on the part of the Borrower with respect to such extension as the Administrative Agent may reasonably request; and (bD) of Section 9.4 the Borrower shall be deemed to refer to prepay any Revolving Advances outstanding on the most recent statements furnished Extension Closing Date (and pay any additional amounts required pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b2.11) to the extent reasonably requested by necessary to keep outstanding Revolving Advances ratable with any revised Applicable Percentages of the Administrative Agentrespective Lenders effective as of such date. Notwithstanding any provision contained herein to the contrary, deliver such documents as are necessary or appropriate on the Maturity Date (without giving effect to confirm that such extension has been approved or consented to by each Loan Party; and (cany extension) pay all amounts payable hereunder to of each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateLender, the Borrowers Borrower shall make such other payments of repay any Revolving Loans or Term Loans, as applicable, Advances outstanding on such date (and pay any additional amounts required pursuant to Section 8.42.11) to the extent necessary to keep such outstanding Loans ratable with the respective Percentages of the Revolving Lenders or Term Lenders, as applicable, after giving effect and any other Obligations owing to such extension, it being understood that Non-Extending Lender to each such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Non-Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms Revolving Commitments of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans Non-Extending Lenders shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodterminated.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, each extension of the Maturity Date pursuant to this Section shall not be effective with respect to any extension, Lender unless: (i) no Default or Event of Default shall have occurred and be continuing on the Company shall (a) deliver to the Administrative Agent a certificate dated as date of the Existing Termination Date (for delivery to each Extending Lender such extension and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, thereto; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents this Agreement are true and correct in all material respects on and as of the Existing Termination Datedate of such extension and after giving effect thereto, except (x) to the extent that such representations as though made on and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, and (y) as of such specific date), provided that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 10.1.1 and 10.1.2; clauses (a) and (iib), 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 (a) no Event of Default or Unmatured Event of Default exists; clause (b) of Section 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 extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination Date, the Borrowers shall make such other payments of Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required Closing Date pursuant to Section 8.44.01(a)(iii)); (iv) Borrower shall have delivered to Agent, at Borrower’s expense, appraisals meeting the extent necessary Appraisal Requirements for each Borrowing Base Property as the Agent may request, in order for the Agent to keep such outstanding Loans ratable with the respective Percentages confirm a Total Collateral Value of the Revolving Lenders or Term Lenders, as applicable, after giving effect to such extension, it being understood not less than $100,000,000; provided that such repayments in no event may an appraisal be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (required with respect to terms that apply solely to any period after Borrowing Base Property for which the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical Borrower has previously delivered a qualifying appraisal dated a date not earlier than one year prior to the terms set forth herein (except with respect to effective date of the extension of the Existing Termination Maturity Date; (v) and Borrower shall have paid to Agent for the account of each Lender in accordance with its Applicable Percentage a fee equal to 0.200% times the Aggregate Commitments then in effect; and (yvi) either (a) the maturity of the GAC Term Loan Facility shall have been extended to a date no earlier than the extended maturity date of the Senior Credit Facility (and there shall not have occurred any prepayment of the GAC Term Loans Loan Facility in anticipation of such extension) or (b) the Required Lenders shall be subject satisfied in their sole discretion with the then existing and forward-looking pro forma financial condition and liquidity of CSI and its Subsidiaries giving effect to quarterly amortization consistent with Section 6.1.1 for any payment, extension or refinancing of the extended periodGAC Term Loan Facility.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company shall (a) deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Existing Termination Requested Extension Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person (i) certifying and attaching the Company resolutions adopted by such Person approving or consenting to such extension and (ii) in the case of the Company, certifying that immediately that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents Article VI are true and correct in all material respects on and as of the Existing Termination DateRequested Extension Date with the same effect as if made on and as of such date, except (x) to the extent that such representations for any representation and warranties specifically refer to warranty made as of an earlier date, in which case they are representation and warranty shall remain true and correct in all material respects as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (iiB) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Consenting Lender, the Borrowers shall make such other payments of (x) prepay any Revolving Credit Loans or Term USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.44.11) to the extent necessary to keep such outstanding Revolving Credit Loans ratable with the respective Percentages of the or USD Revolving Lenders or Term Lenders, as applicable, after giving effect to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Credit Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except ratable with respect to the extension any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the Existing Termination Date) respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extended Term Loans shall be subject extent necessary to quarterly amortization consistent with comply with, Section 6.1.1 for 2.5(b) after giving effect to the extended periodreduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Date.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to this Section shall not be effective with respect to any extensionLender unless: (i) no Default or Unmatured Default shall have occurred and be continuing on the applicable Anniversary Date or Assignment Date, the Company shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (for delivery to each Extending Lender applicable, and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, any extension granted under this Section; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender this Agreement (other than contingent indemnification obligationsthe representations and warranties set forth in Section 5.6) are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the applicable Anniversary Date or Assignment Date, as applicable, and after giving effect thereto, as though made on and as the applicable Anniversary Date or Assignment Date, as applicable (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). In addition, ; and (iii) on the Existing Termination applicable Anniversary Date or Assignment Date, as applicable, the Borrowers shall make such other payments of prepay any Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.4) to the extent necessary to keep such outstanding Revolving Loans ratable with any revised Pro Rata Shares of the respective Percentages Lenders effective as of the Revolving Lenders or Term Lenderssuch date. In addition, as applicable, after upon giving effect to such extensionany revision of Pro Rata Shares pursuant to this Section 2.28, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings each Lender shall be made participate in any outstanding Facility LCs (other than any Bank Guaranties) and Swing Line Loans ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodits Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Termination Maturity Date (in sufficient copies for delivery to 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 immediately that, before and immediately after giving effect to such extension, extension (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Maturity Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that solely for purposes of this Section 6.3.52.12, the representations and warranties contained in subsections subsection (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 10.1.1 and 10.1.2; 6.05, and (iiB) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, (i) the Borrowers Borrower shall repay to such Non-Extending Lender, an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents and (ii) the Loans shall be reallocated in accordance with the revised Commitments and the Lenders shall make cash settlement with each other directly or through the Administrative Agent (as the Administrative Agent shall direct and approve), such other payments of Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to keep such outstanding Loans ratable with the respective Percentages of the Revolving Lenders or Term Lenders, as applicable, that after giving effect to such extension, it being understood that reallocations each extending Lender’s Applicable Percentage of the Aggregate Commitments equals its Applicable Percentage of the then Outstanding Amount of all the Loans and the requisite assignments shall be deemed to be made in such repayments may be funded amounts among the Lenders and from each Lender to each other Lender with the proceeds same force and effect as if such assignments were evidenced by applicable Assignment Agreements, but without payment of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodrelated assignment fees.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any extensionLender unless: (A) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto, and the Company Borrower shall (a) deliver have delivered a certificate or agreement certifying such to the Administrative Agent a certificate dated as of the Existing Termination Date Agent; (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, (iB) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents this Agreement are true and correct on and as of the Existing Termination Datedate of such extension and after giving effect thereto, except (x) to the extent that such representations as though made on and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier 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 (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 Borrower shall be deemed to refer have delivered a certificate or agreement certifying such to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default existsAdministrative Agent; (bC) to the extent reasonably requested receipt by the Administrative Agent, deliver Agent of such documents as are necessary or evidence of appropriate authorization on the part of the Borrower with respect to confirm that such extension has been approved or consented as the Administrative Agent may reasonably request; (D) on the Maturity Date (without giving effect to by each Loan Party; and (cany extension) pay all amounts payable hereunder to of each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateLender, the Borrowers Borrower shall make such other payments of Revolving Loans or Term Loans, as applicable, repay any Advances outstanding on such date (and pay any additional amounts required pursuant to Section 8.42.11) and any other Obligations owing to such Non-Extending Lender to each such Non-Extending Lender and the Commitments of the Non-Extending Lenders shall be terminated; and (E) the Borrower shall prepay any Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep such outstanding Loans Advances ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) pay all fees, invoiced expenses and other amounts payable on or prior to the date of such extension and deliver to the Administrative Agent (I) a certificate of each Obligor dated as of the Existing Termination applicable anniversary of the Closing Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Obligor (i) certifying and attaching the Company resolutions adopted by such Obligor approving or consenting to such extension and (ii) in the case of the Borrower, certifying that that, immediately before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers each Obligor contained in Section 9 this Agreement and of the Loan Parties contained in the each other Loan Documents Document are true and correct in all material respects (except that all representations and warranties that are qualified by materiality are true and correct in all respects) on and as of the Existing Termination applicable anniversary of the Closing Date, except (x) 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 true and correct in all respects for any such representations or warranties that are qualified by materiality) as of such earlier date, and (y) except that for purposes of this Section 6.3.52.14, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.04 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; 6.01(a), and (iiB) no Default or Event of Default exists or Unmatured Event of Default exists; would result therefrom and (bII) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; other customary documents, certificates and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations)opinions in connection therewith. In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers Borrower shall make such other payments of Revolving prepay any Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep such outstanding Loans ratable with any revised Pro Rata Shares of the respective Percentages Lenders effective as of such date which amounts, for the Revolving Lenders or Term Lendersavoidance of doubt, as applicable, after giving effect to such extension, it being understood that such repayments may be funded paid with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodadditional concurrent Borrowings.

Conditions to Effectiveness of Extensions. As a condition precedent to any extensionNotwithstanding the foregoing, the Company shall (a) deliver to the Administrative Agent a certificate dated as extension of the Existing Termination Revolving Credit Maturity Date pursuant to this Section shall not be effective unless: (for delivery to each Extending Lender i) no Default or Event of Default shall have occurred and each Additional Commitment Lender) signed by a Responsible Officer be continuing on the date of the Company certifying that immediately before such extension and immediately after giving effect to such extension, thereto; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 Article VI shall be deemed true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to refer Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of the applicable anniversary of the Closing Date with the same effect as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to the most recent statements furnished pursuant to Section 10.1.1 Material Adverse Effect, which such representation and 10.1.2warranty shall be true and correct in all respects as of such earlier date); and and; (iiiii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder with respect to each Non-Extending Lender (other than contingent indemnification obligations). In additionLender, on the Existing Termination DateRevolving Credit Maturity Date (as in effect prior to such extension), the Borrowers Borrower shall make prepay (provided that any such other payments of Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant prepayment shall be subject to Section 8.44.10) all Obligations owing to the extent necessary to keep such outstanding Loans ratable with the respective Percentages of Non-Extending Lender and the Revolving Lenders Credit Commitments shall be reduced by an amount equal to such Non-Extending Lender’s Revolving Credit Commitment; (iv) on the Revolving Credit Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.10) one or Term Lenders, as applicablemore existing Revolving Credit Loans in an amount necessary such that, after giving effect to the extension of the Revolving Credit Maturity Date, each Lender will hold its pro rata share (based on its share of the revised Revolving Credit Commitments) of outstanding Revolving Credit Loans; (v) on the Revolving Credit Maturity Date (as in effect prior to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.10) one or more existing Revolving Loans or cash collateralize Letters of the extended Revolving Commitments or extended Term LoansCredit in an amount necessary such that, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect after giving effect to the extension of the Existing Termination Revolving Credit Maturity Date, the aggregate amount of L/C Obligations outstanding plus Revolving Credit Loans outstanding shall not exceed the Revolving Credit Commitments; and (vi) and (y) since the extended Term Loans date of the most recent annual audited financial statements delivered pursuant to Section 7.1(a), no event or condition shall have occurred on or before the date of such extension that would have or would be subject reasonably expected to quarterly amortization consistent with Section 6.1.1 for the extended periodhave a Material Adverse Effect.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Current Anniversary Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying that immediately and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Existing Termination Current Anniversary Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.52.15, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; subsections (a) and (iib), respectively, of Section 6.01, and (B) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers shall make such prepay (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other payments of Revolving than the Non-Extending Lenders) any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep such outstanding Committed Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to this Section shall not be effective with respect to any extensionLender unless: (i) no Default or Unmatured Default shall have occurred and be continuing on the applicable Anniversary Date or Assignment Date, the Company shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (for delivery to each Extending Lender applicable, and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, any extension granted under this Section; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents this Agreement are true and correct on and as of the Existing Termination applicable Anniversary Date or Assignment Date, except as applicable, and after giving effect thereto, as though made on and as the applicable Anniversary Date or Assignment Date, as applicable (x) or, if any such representation or warranty is expressly stated to the extent that such representations and warranties specifically refer to an earlier have been made as of a specific date, in which case they are true and correct as of such earlier specific date, and ); and (yiii) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination applicable Anniversary Date or Assignment Date, as applicable, the Borrowers shall make such other payments of prepay any Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.4) to the extent necessary to keep such outstanding Revolving Loans ratable with any revised Pro Rata Shares of the respective Percentages Lenders effective as of the Revolving Lenders or Term Lenderssuch date. In addition, as applicable, after upon giving effect to such extensionany revision of Pro Rata Shares pursuant to this Section 2.28, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings each Lender shall be made participate in any outstanding Facility LC’s (other than any Bank Guaranties) and Swing Line Loans ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodits Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent to any extensionNotwithstanding the foregoing, the Company shall (a) deliver to the Administrative Agent a certificate dated as extension of the Existing Termination Revolving Credit Maturity Date pursuant to this Section shall not be effective unless: (for delivery to each Extending Lender i) no Default or Event of Default shall have occurred and each Additional Commitment Lender) signed by a Responsible Officer be continuing on the date of the Company certifying that immediately before such extension and immediately after giving effect to such extension, thereto; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 Article VI shall be deemed true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to refer Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of the applicable anniversary of the Closing Date with the same effect as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date); and; (iii) with respect to each Non‑Extending Lender, on the most recent statements furnished pursuant Revolving Credit Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 10.1.1 and 10.1.2; and (ii4.10) no Event of Default or Unmatured Event of Default exists; (b) all Obligations owing to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender and the Revolving Credit Commitments shall be reduced by an amount equal to such Non-Extending Lender’s Revolving Credit Commitment; (other than contingent indemnification obligations). In addition, iv) on the Existing Termination DateRevolving Credit Maturity Date (as in effect prior to such extension), the Borrowers Borrower shall make prepay (provided that any such other payments of Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant prepayment shall be subject to Section 8.44.10) to the extent one or more existing Revolving Credit Loans in an amount necessary to keep such outstanding Loans ratable with the respective Percentages of the Revolving Lenders or Term Lenders, as applicablethat, after giving effect to the extension of the Revolving Credit Maturity Date, each Lender will hold its pro rata share (based on its share of the revised Revolving Credit Commitments) of outstanding Revolving Credit Loans; (v) on the Revolving Credit Maturity Date (as in effect prior to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.10) one or more existing Revolving Credit Loans or cash collateralize Letters of the extended Revolving Commitments or extended Term LoansCredit in an amount necessary such that, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect after giving effect to the extension of the Existing Termination Revolving Credit Maturity Date, the aggregate amount of L/C Obligations outstanding plus Revolving Credit Loans outstanding shall not exceed the Revolving Credit Commitments; and (vi) and (y) since the extended Term Loans date of the most recent annual audited financial statements delivered pursuant to Section 7.1(a), no event or condition shall have occurred on or before the date of such extension that would have or would be subject reasonably expected to quarterly amortization consistent with Section 6.1.1 for the extended periodhave a Material Adverse Effect.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrower shall (a) deliver to the Lead Administrative Agent a certificate dated as of the Existing Termination then current Maturity Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying that immediately and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Existing Termination then current Maturity Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) except that for purposes of this Section 6.3.52.15, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; subsections (a) and (iib), respectively, of Section 6.01, and (B) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers shall make repay in full all Obligations (other than contingent indemnification obligations and Letters of Credit issued by any Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such other payments of Revolving Non-Extending Lender have been made), including any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep such outstanding Committed Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to this Section shall not be effective with respect to any extensionLender unless: (i) no Default or Unmatured Default shall have occurred and be continuing on the applicable Anniversary Date or Assignment Date, the Company shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (for delivery to each Extending Lender applicable, and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, any extension granted under this Section; (iii) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender this Agreement (other than contingent indemnification obligationsthe representations and warranties set forth in Sections 5.6) are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the applicable Anniversary Date or Assignment Date, as applicable, and after giving effect thereto, as though made on and as the applicable Anniversary Date or Assignment Date, as applicable (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). In addition, ; and (iii) on the Existing Termination applicable Anniversary Date or Assignment Date, as applicable, the Borrowers shall make such other payments of prepay any Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.4) to the extent necessary to keep such outstanding Revolving Loans ratable with any revised Pro Rata Shares of the respective Percentages Lenders effective as of the Revolving Lenders or Term Lenderssuch date. In addition, as applicable, after upon giving effect to such extensionany revision of Pro Rata Shares pursuant to this Section 2.28, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings each Lender shall be made participate in any outstanding Facility LCs and Swing Line Loans ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodits Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent to any extensionsuch Extension, the Company Co-Borrowers shall (a) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Termination Extension Effective Date (in sufficient copies for delivery to 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 Co-Borrowers, certifying that immediately that, before and immediately after giving effect to such extensionExtension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents (x) with respect to representations and warranties that contain a materiality qualification, are true and correct on and as of the Existing Termination Extension Effective Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and in each case except that for purposes of this Section 6.3.52.18, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; Sections 6.01(a) and (iib), respectively, and (B) no Event of Default exists or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations)would result therefrom. In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers Borrower shall make such other payments of Revolving prepay any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep such outstanding Committed Loans ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any extension, Lender unless: (A) no Default or Event of Default shall have occurred and be continuing on the Company shall (a) deliver to the Administrative Agent a certificate dated as date of the Existing Termination Date (for delivery to each Extending Lender such extension and each Additional Commitment Lender) signed by a Responsible Officer of the Company certifying that immediately before and immediately after giving effect to such extension, thereto; (iB) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections this Agreement are true and correct in all material respects (aexcept that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Change in the text thereof) on and (b) as of Section 9.4 the date of such extension and after giving effect thereto, as though made on and as of such date, except that any representation and warranty which by its terms is made as of a specified date shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 true and 10.1.2; and (ii) no Event correct only as of Default or Unmatured Event of Default existssuch specified date; (bC) to the extent reasonably requested receipt by the Administrative Agent, deliver Agent of such documents as are necessary or evidence of appropriate authorization on the part of the Borrower with respect to confirm that such extension has been approved or consented as the Administrative Agent may reasonably request; (D) on the Maturity Date (without giving effect to by each Loan Party; and (cany extension) pay all amounts payable hereunder to of each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Existing Termination DateLender, the Borrowers Borrower shall make such other payments of repay any Revolving Loans or Term Loans, as applicable, Advances outstanding on such date (and pay any additional amounts required pursuant to Section 8.42.11) and any other Obligations owing to such Non-Extending Lender to each such Non-Extending Lender and the Revolving Commitments of the Non-Extending Lenders shall be terminated; and (E) the Borrower shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep such outstanding Loans Revolving Advances ratable with the respective any revised Applicable Percentages of the Revolving respective Lenders or Term Lenders, effective as applicable, after giving effect to of such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended perioddate.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company shall (a) deliver to the Administrative Agent a certificate of each Borrower dated as of the Existing Termination Effective Date (for delivery to 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 the applicable governing body of such Borrower approving or consenting to such extension if the resolutions authorizing the extension have not previously been delivered and (ii) in the case of the Company, certifying that immediately that, before and immediately after giving effect to such extension, (iA) the representations and warranties of the Borrowers contained in Section 9 Article V and of the Loan Parties contained in the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case, they shall be true and correct in all respects) on and as of the Existing Termination Effective Date, except (x) 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 earlier datedate (except to the extent such representations and warranties are qualified by materiality, in which case, they shall be true and correct in all respects), and (y) except that for purposes of this Section 6.3.52.16, the representations and warranties contained in subsections (a) and (b) of Section 9.4 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; subsections (a) and (iib), respectively, of Section 6.01 and (B) no Default or Event of Default exists or Unmatured Event of Default exists; (b) would exist after giving effect to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations)extension. In addition, on the Existing Termination DateMaturity Date of each Non-Extending Lender, the Borrowers shall first, prepay any Swingline Loans outstanding on such date, second, provide cash collateral (or make such other payments arrangements satisfactory to the applicable Issuing Bank) with respect to the outstanding Letters of Revolving Credit (on terms acceptable to the applicable Issuing Bank and in amounts contemplated by Section 2.18(j)) and third, prepay any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.4) 3.05), to the extent necessary to keep such outstanding Loans Credit Exposures ratable with any revised Pro Rata Shares of the respective Percentages Lenders effective as of the Revolving Lenders or Term Lenders, as applicable, such date after giving effect to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended period.

Conditions to Effectiveness of Extensions. As a condition precedent to any extension, the Company extension of the Maturity Date pursuant to this Section: (i) the Borrower shall (a) deliver to the Administrative Agent a certificate dated as of the Existing Termination Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower certifying that immediately (A) no Default exists on the date of such certificate, either before and immediately or after giving effect to such extension, ; (iB) the representations and warranties of the Borrowers contained in Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct on and as of the Existing Termination Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections this Agreement are true and correct in all material respects on and as of such date both before giving effect to such extension and after giving effect thereto (a) 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 (b) of Section 9.4 except that such materiality qualifier shall be deemed to refer not apply to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2extent that any such representation or warranty is qualified by materiality); and (C) there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ii) no Event of Default or Unmatured Event of Default exists; (b) to on the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder Maturity Date applicable to each Non-Extending Lender (other than contingent indemnification obligations). In additionLender, the Borrower shall prepay, on the Existing Termination Datea non pro rata basis with respect to Extending Lenders, the Borrowers shall make such other payments of Revolving any Committed Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to keep satisfy in full the Obligations due to such outstanding Loans ratable Non-Extending Lender as of such date; (iii) on the Maturity Date applicable to each Non-Extending Lender, the Borrower shall Cash Collateralize any existing Letters of Credit or make other credit accommodations reasonably satisfactory to the L/C Issuer with respect to such Letters of Credit to the respective Percentages of the Revolving Lenders or Term Lenders, as applicableextent that, after giving effect to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments payment required by the Extending preceding clause (ii), the Total Outstandings exceed the Commitments of the remaining Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Commitments or Term Loans, as applicable. Except for those terms included ; and (iv) in the Termination Date Extension Request or as otherwise agreed by each applicable event that any Non-Extending Lender is a L/C Issuer and Additional Commitment Lender (any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Maturity Date, the Borrower shall cash collateralize such Letter of Credit upon terms reasonably satisfactory to such L/C Issuer to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms such Letters of the extended Revolving Commitments or extended Term Loans, as applicable, shall (x) be substantially identical to the terms set forth herein (except with respect to the extension of the Existing Termination Date) and (y) the extended Term Loans shall be subject to quarterly amortization consistent with Section 6.1.1 for the extended periodCredit including providing other credit support.