Common use of Conditions to Effectiveness of Extensions Clause in Contracts

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate dated as of the Notice Date signed by a Responsible Officer of the Company (i) certifying and attaching the resolutions adopted by the Company approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any other Loan Document are true and correct in all material respects on and as of the Notice Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each Borrower shall prepay the Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate dated as of the Notice Commitment Extension Effective Date (in sufficient copies for each Bank) signed by a Responsible an Authorized Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower’s Board of Directors or Funding Committee, as the case may be, approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company Borrower contained in Article V and (2) any Loan Party in any other Loan Document Section 8 are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or similar concept applies to any representation or warranty, such representation or warranty shall be true and correct in all respects) on and as of the Notice Commitment Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.8, the representations and warranties contained in subsections (aSection 8.4(b) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (bSection 9.1(a), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each The Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date the Commitment Extension Effective Date (and pay any additional amounts required pursuant to Section 3.056.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages and new Pro Rata Shares of all the Lenders effective as of such dateBanks.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Notice Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.6 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.016.1, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending LenderExtension Date, each the Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate dated as of the Notice Date Extension Effective Date, signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects (or, to the extent modified by any materiality or Material Adverse Effect standard, in all respects) on and as of the Notice Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Notice Extension Effective Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Extension Effective Date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (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, and (B) no Default or Event of Default exists. In addition, on the Existing Maturity Date of each applicable to any Non-Extending Lender, each the Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Loan Party Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Notice Existing Facility Termination Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Loan Party (ia) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (iib) in the case of the Borrowers, certifying that, before and immediately after giving effect to such extension, (Ai) the representations and warranties of (1) the Company contained in Article V Section 9 and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Existing Facility Termination Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.5.6, the representations and warranties contained in subsections (a) and (b) of Section 5.05 9.1.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01Agent, and (Bii) no Default or Event of Default exists. In addition, on the Maturity Facility Termination Date of each Non-Extending Lender, each Borrower shall prepay the any Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.053.9) to the extent necessary to keep outstanding Loans Commitments ratable with any revised Applicable Percentages Commitment amounts of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company shall deliver to the Administrative Agent a certificate dated as extension of the Notice Maturity Date signed by a Responsible Officer of the Company pursuant to this Section shall not be effective with respect to any Lender unless: (i) certifying and attaching no Default exists on the resolutions adopted by the Company approving or consenting to date of such extension and (ii) certifying that, before and immediately after giving effect to such extension, thereto; (Aii) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice applicable Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and ; and (Biii) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each Borrower the Borrowers shall prepay the Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding repay, nonratably, the Committed Loans ratable with any revised of all Non-Extending Lenders and the Applicable Percentages of the remaining Lenders shall be revised effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate dated as of the Notice Maturity Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such extension and (ii) certifying that, (A) before and immediately after giving effect to such extension, (A1) the representations and warranties of (1) the Company contained in Article V Section 5 and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Maturity Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.22, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.1 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsection (a) of Section 6.1 and (b), respectively, of Section 6.01, 2) no Default has occurred and is continuing and (B) there has occurred no Default or Event Material Adverse Effect since the date of Default exists. In additiondelivery of the most recent financial statements pursuant to Section 6.1, and (iii) on the Maturity Existing Revolving Credit Termination Date of each applicable to any Non-Extending Lender, each the Borrower shall prepay the any Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.052.17) to the extent necessary to keep outstanding Loans ratable with any the revised Applicable Revolving Credit Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Notice Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Borrower (i) certifying and attaching the resolutions adopted by the Company such Borrower approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (aSection 5.01(m) 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, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each Borrower the Borrowers shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company shall deliver to the Administrative Agent a certificate dated as extension of the Notice Maturity Date signed by a Responsible Officer of the Company pursuant to this Section shall not be effective with respect to any Lender unless: (i) certifying no Default shall have occurred and attaching be continuing on the resolutions adopted by the Company approving or consenting to date of such extension and (ii) certifying that, before and immediately after giving effect to such extension, thereto; (Aii) the representations and warranties of (1) the Company contained in Article V this Agreement that are qualified by materiality shall be true and (2) any Loan Party in any other Loan Document correct on and as of the date of such extension and after giving effect thereto, and that are not qualified by materiality shall be true and correct in all material respects on and as of the Notice Date, except to the extent that date of such representations extension and warranties specifically refer to an earlier dateafter giving effect thereto, in which each case they shall be true as though made on and correct in all material respects 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 except that as of such specific date and, for purposes of this Section 2.142.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, ); and (Biii) no Default or Event of Default exists. In addition, on the Maturity Relevant Anniversary Date of each Non-Extending LenderLender that has not been replaced as provided in Section 2.12(d), each the Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As 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 Lender unless, on and as of the effective date of such extension: (a) the conditions for a condition precedent to Borrowing provided in Sections 3.2.1, 3.2.2 and 3.2.3 shall be satisfied; (b) the Administrative Agent shall have received a certificate, duly executed by an Authorized Officer of each Borrower, (i) certifying that, as of such effective date of such extension, the Company shall deliver to conditions in the Administrative Agent a certificate dated as of the Notice Date signed by a Responsible Officer of the Company foregoing clause (ia) are satisfied and (ii) certifying and attaching the resolutions adopted by the Company each Borrower approving or consenting to such extension and extension; and (ii) certifying that, before and immediately after giving effect to such extension, (Ac) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any other Loan Document are true and correct in all material respects on and as of the Notice Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each Borrower Borrowers shall prepay the any Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.052.17.3) to the extent necessary to keep any such outstanding Loans ratable with any revised Revolving Commitment Percentages of the respective Lenders effective as of such date (after giving effect to such extension). In addition, on the Revolving Commitment Termination Date of each Non-Extending Lender, the 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 Applicable Revolving Commitment Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Notice applicable Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Loan Party (i) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice applicable Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each Borrower the Borrowers shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Notice applicable anniversary of the Effective Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Loan Party (i) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1x) the Company Borrowers contained in Article V and (2y) any each Loan Party contained in any 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 Notice applicable anniversary of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be 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 2.142.20, 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 (bSection 6.01(a), respectively, of Section 6.01, and (B) no Default exists or Event of Default existswould result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the repay any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the Lenders effective as of made by such dateNon-Extending Lender.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Notice Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Applicable Anniversary Date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Existing Maturity Date of each applicable to any Non-Extending Lender, each Borrower the Borrowers shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Notice Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Loan Party (i) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V VI and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.017.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each Borrower the Borrowers shall prepay the Loans made outstanding Obligations owing to such Borrower and outstanding the Non-Extending Lenders on such date in full (and pay any additional amounts required pursuant to Section 3.05) and shall make such other payments to the other Lenders to the extent necessary to keep outstanding Committed Loans and other appropriate Obligations ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of Borrower dated as of the Notice Applicable Anniversary Date signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions resolutions, if any are otherwise required, adopted by the Company Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V Section 5 and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) on and as of the Notice Applicable Anniversary Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.18, the representations and warranties contained in subsections (aSection 5.12(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.1(a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default existsDefaults exists or would result therefrom. In addition, on the Maturity Date of each Non-Extending LenderApplicable Anniversary Date, each the Borrower shall prepay the any Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate dated as of the Notice Extension Date (in sufficient copies for each Extending Lender and each Additional Lender) signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.17, 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 subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of on or prior to the Notice applicable Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Loan Party (i) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and immediately after giving effect to such extension, extension (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Datedate of such certificate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, respectively of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Revolving Credit Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the any Revolving Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Notice Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Applicable Anniversary Date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (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, and (B) no Default or Event of Default exists. In addition, on the Existing Maturity Date of each applicable to any Non-Extending Lender, each the Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Notice Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Applicable Anniversary Date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Existing Maturity Date of each Non-Extending applicable to any Non‑Extending Lender, each Borrower the Borrowers shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Notice Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Borrower (i) certifying and attaching the resolutions adopted by the Company such Borrower approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (aSection 5.01(m) 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, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each Borrower the Borrowers shall prepay the any Revolving Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages of the respective Revolving Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of the Borrowers dated as of the Notice applicable Anniversary Date signed by a Responsible Officer of the Company Borrowers (i) certifying and attaching the resolutions adopted by the Company Borrowers approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects (or, if already qualified as to materiality, in all respects) on and as of the Notice such Anniversary Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (or, if already qualified as to materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (aSection 5.04(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, ) of Section 6.01, as applicable, and (B) no Default exists or Event of Default existswould result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the any Revolving Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Any amendment hereto for an extension shall deliver be in form and substance reasonably satisfactory to the Administrative Agent a certificate dated as and the Borrower and shall only require the written signatures of the Notice Date signed by a Responsible Officer Administrative Agent, the Borrower, each Extending Lender and each Additional Commitment Lender (if any) (subject to the provisions of clause (g) below). Each extension of the Company Maturity Date under this Section shall not be effective with respect to any Lender unless (iA) certifying and attaching the resolutions adopted extension has been duly authorized by all necessary corporate or other organizational action by the Company approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extensionBorrower, (AB) the representations and warranties of (1) the Company contained in Article V III and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Datedate of such extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (BC) no Default or Event exists on the date of Default existssuch extension. In addition, on the Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the any Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.052.15) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Notice Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Loan Party (i) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Anniversary Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.13, 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 subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default existshas occurred and is continuing. In addition, on the applicable Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Notice applicable anniversary of the Closing Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Loan Party (i) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1x) the Company Borrowers contained in Article V and (2y) any each Loan Party contained in any 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 Notice 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 shall be 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 2.142.20, 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 (bSection 6.01(a), respectively, of Section 6.01, and (B) no Default exists or Event of Default existswould result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the repay any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the Lenders effective as of made by such date.Non-Extending Lender. ActiveUS 170689984v.4

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Lead Borrower shall deliver to the Administrative Agent a certificate of the Lead Borrower dated as of the Notice Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Lead Borrower (i) certifying and attaching the resolutions adopted by the Company Lead Borrower approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Applicable Anniversary Date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Existing Maturity Date of each applicable to any Non-Extending Lender, each the Lead Borrower shall prepay the any Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05hereunder) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Notice Date First Anniversary (in sufficient copies for each Extending Bank and each Additional Commitment Bank) signed by a Responsible Officer of the Company such Loan Party (i) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower and the Parent, certifying that, before and immediately after giving effect to such extension, extension (A) the representations and warranties of (1) the Company contained in Article V VII and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice DateFirst Anniversary, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.8, the representations and warranties contained in subsections (a) and (b) of Section 5.05 7.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, ) of Section 6.018.1, and (B) no Default or Event of Default exists. In addition, on the Maturity Commitment Termination Date of each Non-Extending LenderBank, each the Borrower shall prepay the all Committed Loans made owing to such Borrower and Non-Extending Banks outstanding on such date date, and further prepay any Committed Loans then outstanding (and with each prepayment referred in this sentence pay any additional amounts required pursuant to Section 3.056.4) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages pro rata shares of the Lenders respective Banks effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Anixter shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Notice Notification Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Loan Party (i) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (ii) in the case of Anixter, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Notification Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.20, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.07 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Scheduled Maturity Date of each Non-Extending Lender, each Borrower the Borrowers shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate dated as of the Notice Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists or Event of Default existswould result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate dated as of the Notice Date Extension Effective Date, signed by a Responsible Officer of the Company Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects (or, to the extent modified by any materiality or Material Adverse Effect 41 standard, in all respects) on and as of the Notice Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Notice Date date of such extension (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Borrower (i) certifying and attaching the resolutions adopted by the Company such Borrower approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V VI and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice Datedate of such extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.017.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each Borrower shall prepay such Borrower’s outstanding Obligations owing to the Loans made to such Borrower and outstanding Non-Extending Lenders on such date in full (and pay any additional amounts required pursuant to Section 3.05) and shall make such other payments to the other Lenders to the extent necessary to keep outstanding Committed Loans and other appropriate Obligations ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Opco shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Notice Existing Scheduled Maturity Date signed by a Responsible Officer of the Company such Loan Party (i) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company made by such Loan Party contained in Article V and (2) any Loan Party in any the other Loan Document Documents, as applicable, are true and correct in all material respects on and as of the Notice Existing Scheduled Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), ) respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Scheduled Maturity Date of each Non-Extending Lender, each Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Notice Anniversary Date in such Loan Year (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Company such Loan Party (i) certifying and attaching the resolutions adopted by the Company such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any Loan Party in any the other Loan Document Documents are true and correct in all material respects on and as of the Notice DateAnniversary Date in such Loan Year, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (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, and (B) no Default exists or Event of Default existswould result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, each the Borrower shall prepay the any Committed Loans made to such Borrower and outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.