Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable anniversary of the Closing Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and # in the case of the Company, certifying that, before and after giving effect to such extension, # the representations and warranties of # the Borrowers contained in Article V and # each Loan Party contained in each other Loan Document are true and correct in all material respects (except that all representations and warranties that are qualified by materiality are true and correct in all respects) on and as of the applicable anniversary of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct in all respects for any such representations or warranties that are qualified by materiality) as of such earlier date, and except that for purposes of this Section 2.20, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to [Section 6.01(a), and (B)] no Default exists or would result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrower shall repay any Committed Loans outstanding on such date made by such Non-Extending Lender.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of each Extending Lender’s then-existing Scheduled Maturity Date pursuant to this Section 2.14 shall not be effective with respect to any Extending Lender unless, on the applicable Anniversary Date: # no Default or Event of Default shall exist or be continuing either prior to or after giving effect thereto, and # the representations and warranties contained in Section 5.01, Section 5.02, [Section 5.06(a)], Section 5.09, Section 5.10, Section 5.17, Section 5.18, and Section 5.21 shall be true at and as of the time of the effective date of such extension, with the same effect as if made at and as of that time (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse to the business, assets or financial condition of [[Released U.K. Borrowers:Organization]] and its Consolidated Subsidiaries, taken as a whole, or to the extent that such representations and warranties relate expressly and solely to an earlier date).

The following shall be conditions precedent to the effectiveness of any Extension: # no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, # the representations and warranties (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of such Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections [(a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, # the L/C Issuer and the Swing Line Lender shall have consented to any Extension of the 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 terms of such Extension shall comply with paragraph # of this Section.