Common use of Conditions to Effectiveness of Extensions Clause in Contracts

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Date pursuant to this Section shall not be effective with respect to any Bank unless: (i) no Default or Event of Default exists on the date of such extension and after giving effect thereto; (ii) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the Extension 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 (iii) to the extent the Commitments of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excess.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Revolver Maturity Date pursuant to this Section shall not be effective with respect to any Bank unless: (i) no Default or Event of Default exists shall have occurred and be continuing on the date of such extension and after giving effect thereto; (ii) the representations and warranties contained in Article VI and the other Loan Documents this Agreement are true and correct in all material respects on and as of the Extension 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 date of such earlier date; and (iii) to the extent the Commitments of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date extension and after giving effect thereto, as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments though made on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) with respect to each Non-Extending Lender, on the Existing Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) all Borrower Obligations owing to such Non-Extending Lender and, if such Non-Extending Lender has not been replaced by an Additional Commitment Lender, the Revolving Committed Amount shall be reduced by an amount equal to such Non-Extending Lender’s Revolving Commitment; (iv) on the Existing Maturity Date (as in effect prior to such extension), if any Non-Extending Lender has not been replaced by an Additional Commitment Lender, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) one or more existing Revolving Loans in an amount necessary such that, after giving effect to the repayment in full extension of the Revolver Maturity Date, each such Non-Extending BankRevolving Lender and each Additional Commitment Lender will hold its Revolving Commitment Percentage (based on its share of the revised Revolving Committed Amount) exceed of outstanding Revolving Loans; (v) on the Aggregate Commitments then Existing Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) one or more existing Revolving Loans or cash collateralize Letters of Credit in an amount necessary such that, after giving effect to the termination extension of the Commitments Revolver Maturity Date, the aggregate amount of all Non-Extending BanksLOC Obligations outstanding plus Revolving Loans outstanding plus Swingline Loans outstanding shall not exceed the Revolving Committed Amount; and (vi) since the date of the most recent annual audited financial statements delivered pursuant to Section 5.1(a), the Borrowers no event or condition shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal have occurred that has had or could be reasonably expected to such excesshave a Material Adverse Effect.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Revolving Termination Date pursuant to this Section shall not be effective with respect to any Revolving Bank unless: (i) no Default or Event of Default exists on the date of such extension and after giving effect thereto; (ii) the representations and warranties made by the Credit Parties herein and in the other Credit Documents and which are contained in Article VI and the other Loan Documents any certificate furnished at any time under or in connection herewith are true and correct in all material respects on and as of the Extension Date, Date as if made on and as of such date (except to the extent that such representations and warranties specifically refer (x) for those which expressly relate to an earlier date, in which case they are shall be true and correct in all material respects on and as of such earlier date, and (y) to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects); and (iii) to the extent the Revolving Commitments of any Non-Extending Bank shall not be replaced with Revolving Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d), and thus there shall be no change in the applicable Revolving Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower Borrowers shall repay Revolving Loans outstanding on the applicable Revolving Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Revolving Loans of all Non-Extending Banks and the pro rata shares of the remaining Revolving Banks shall be revised effective as of such date, (y) on such applicable Revolving Termination Date, the Revolving Commitments (and, if applicable, any LOC Commitment) of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments Revolving Committed Amount on and after such date will be equal to the Revolving Commitments of the remaining Revolving Banks (and, if applicable, the LOC Committed Amount on and after such date will be equal to the LOC Commitments of the remaining Revolving Banks that are Issuing Banks) and (z) to the extent that the outstanding Revolving Obligations as of such date (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments Revolving Committed Amount then in effect (after giving effect to the termination of the Revolving Commitments of all Non-Extending Banks), the Borrowers shall immediately prepay Revolving Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excess.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Existing Stated Maturity Date pursuant to this Section 3.6 shall not be effective with respect to any Bank Lender unless: (ia) no Default or Event of Default exists shall have occurred and be continuing on the date of such extension and after giving effect Pro Forma Effect thereto; (iib) the representations and warranties contained in Article VI and the other Loan Documents this Agreement are true and correct in all material respects on and as of the Extension Datedate of such extension and after giving effect thereto, except as though made on and as of such date; provided that such representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard; (c) with respect to any request for an extension of the Existing Stated Maturity Date of the Revolving Loan credit facility, any Issuing Lender (Revolver) and the Swingline Lender shall have consented to such extension of the Revolving Loan Commitments, to the extent that such representations extension of the Revolving Loan Commitments provides for the issuance or extension of Letters of Credit (Revolver) by such Issuing Lender (Revolver) or making of Swingline Loans by such Swingline Lender at any time during the extended period; (d) with respect to any request for an extension of the Existing Stated Maturity Date of the Multi-Draw Term Loan credit facility, any Issuing Lender (MDT) shall have consented to such extension of the Multi-Draw Term Loan Commitments, to the extent that such extension of the Multi-Draw Term Loan Commitments provides for the issuance or extension of Letters of Credit (MDT) by such Issuing Lender (MDT) at any time during the extended period; (e) on or before the extension of the Existing Stated Maturity Date, (1) the Borrower shall have replaced each Non-Extending Lender as provided in Section 3.6.4 and warranties specifically refer (2) the Borrower shall have paid in full any amounts owing to an earlier date, in which case they are true and correct in all material respects as of such earlier dateNon-Extending Lender hereunder after giving effect to such replacement; and (iii) to the extent the Commitments of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (xf) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as terms of such date, (y) on such applicable Termination Date, the extended Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers extended Loans shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excesscomply with Section 3.6.7.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Existing Expiration Date, Existing Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable, pursuant to this Section shall not only be effective with respect to any Bank unlessLender if: (i) no Default or Event as of Default exists on the date of such extension extension, and after giving effect thereto; (ii) , the representations and warranties contained of the Loan Parties herein and in Article VI and the other Loan Documents are shall be true and correct in all material respects on (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and as of the Extension Datewarranties shall be true and correct), except 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 (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and warranties shall be true and correct) as of such earlier date, except for changes in factual circumstances, which changes do not constitute a Potential Default or Event of Default hereunder, and except that for purposes of this Section, the representations and warranties contained in Section 6.6 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.12 [Reporting Requirements]; (ii) no Event of Default or Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto; and (iii) with respect to each extension of the Expiration Date or a Term Loan Maturity Date, the Borrower shall have paid to the extent Administrative Agent, for the Commitments ratable benefit of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d)Lenders, and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that an extension fee equal to (x) in the Borrower shall repay Loans outstanding on the applicable Termination Date case of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares an extension of the remaining Banks shall be revised effective as Existing Expiration Date, 0.075% of such datethe aggregate Revolving Credit Commitments so extended, (y) on such applicable Termination in the case of an extension of the Existing Term Loan A Maturity Date, the Commitments 0.15% of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks outstanding Term Loan A so extended, and (z) to in the extent that case of an extension of the Term Loan B Maturity Date, 0.15% of the outstanding Obligations as of such date (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excess.Term Loan B so extended. NAI-▇▇▇▇▇▇▇▇▇▇v16

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Maturity Date pursuant to this Section shall not be effective with respect to any Bank unless: (i) no Default or Event of Default exists shall have occurred and be continuing on the date of such extension and after giving effect thereto; (ii) the representations and warranties contained in Article VI and the other Loan Documents this Agreement are true and correct in all material respects on and as of the Extension 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 date of such earlier date; and (iii) to the extent the Commitments of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date extension and after giving effect thereto, as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments though made on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) with respect to each Non‑Extending Lender, on the Existing Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) all Borrower Obligations owing to such Non-Extending Lender and, if such Non-Extending Lender has not been replaced by an Additional Commitment Lender, the Revolving Committed Amount shall be reduced by an amount equal to such Non-Extending Lender’s Commitment; (iv) on the Existing Maturity Date (as in effect prior to such extension), if any Non-Extending Lender has not been replaced by an Additional Commitment Lender, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) one or more existing Revolving Loans in an amount necessary such that, after giving effect to the repayment in full extension of the Maturity Date, each such Non-Extending BankRevolving Lender and each Additional Commitment Lender will hold its Commitment Percentage (based on its share of the revised Revolving Committed Amount) exceed of outstanding Revolving Loans; (v) on the Aggregate Commitments then Existing Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) one or more existing Revolving Loans or cash collateralize Letters of Credit in an amount necessary such that, after giving effect to the termination extension of the Commitments Maturity Date, the aggregate amount of all Non-Extending BanksLOC Obligations outstanding plus Revolving Loans outstanding plus Swingline Loans outstanding shall not exceed the Revolving Committed Amount; and (vi) since the date of the most recent annual audited financial statements delivered pursuant to Section 5.1(a), the Borrowers no event or condition shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal have occurred that has had or could be reasonably expected to such excesshave a Material Adverse Effect.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Expiration Date of any such Proposed Extended Facility pursuant to this Section shall not be effective with respect to any Bank Lender unless: (i) no Default or Event as of Default exists on the date of such extension of the Expiration Date of such Proposed Extended Facility and after giving effect thereto; (ii) , the representations and warranties contained in Article VI and of the other Loan Documents are Borrower shall be true and correct in all material respects on (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Extension Datecorrect), except 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, and except that for purposes of this Section, the representations and warranties contained in Section 6.6 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.11 [Reporting Requirements]; (ii) no Event of Default or Potential Default shall have occurred and be continuing on the date of such extension of such Expiration Date and after giving effect thereto; and (iii) to the extent the Commitments on or before such Expiration Date of any each Non-Extending Bank shall not be replaced Lender with Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d)respect to such Proposed Extended Facility, and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay have paid in full the principal of and interest on all of the Loans outstanding on the applicable Termination Date of any made by such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) Lender to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks Borrower under such Proposed Extended Facility and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on the Borrower shall have paid in full all other Obligations owing to such applicable Termination Date, Lender hereunder and under the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after other Loan Documents with respect to such date will be equal to the Commitments of the remaining Banks and Proposed Extended Facility (z) to the extent it being understood that the outstanding Obligations as of such date (after giving effect to the repayment in full of each this clause (iii) with respect to any Non-Extending Lender, such Non-Extending Bank) exceed ▇▇▇▇▇▇’s Commitment with respect to such Proposed Extended Facility shall be deemed terminated on the Aggregate Commitments then in effect (after giving effect to the termination Existing Expiration Date of the Commitments of all such Proposed Extended Facility and such Non-Extending BanksLender shall no longer be a “Lender” under such Proposed Extended Facility), the Borrowers shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excess.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Existing Stated Maturity Date pursuant to this Section 3.6 shall not be effective with respect to any Bank Lender unless: (ia) no Default or Event of Default exists shall have occurred and be continuing on the date of such extension and after giving effect Pro Forma Effect thereto; (iib) the representations and warranties contained in Article VI and the other Loan Documents this Agreement are true and correct in all material respects on and as of the Extension Datedate of such extension and after giving effect thereto, except as though made on and as of such date; provided that such representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard; (c) with respect to any request for an extension of the Existing Stated Maturity Date of the Revolving Loan credit facility, any Issuing Lender (Revolver) and the Swingline Lender shall have consented to such extension of the Revolving Loan Commitments, 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 extension of the Revolving Loan Commitments provides for the issuance or extension of Letters of Credit (Revolver) by such earlier date; andIssuing Lender (Revolver) or making of Swingline Loans by such Swingline Lender at any time during the extended period; (iiid) with respect to any request for an extension of the Existing Stated Maturity Date of the Multi-Draw Term Loan credit facility, any Issuing Lender (MDT) shall have consented to such extension of the Multi-Draw Term Loan Commitments, to the extent that such extension of the Multi-Draw Term Loan Commitments provides for the issuance or extension of Letters of Credit (MDT) by such Issuing Lender (MDT) at any time during the extended period; (e) on or before the extension of the Existing Stated Maturity Date, (1) the Borrower shall have replaced each Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date Lender as provided for in Section 2.11(d), 3.6.4 and thus there (2) the Borrower shall be no change have paid in the applicable Termination Date for full any amounts owing to such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (Lender hereunder after giving effect to such replacement; and 46267678.11 (f) the repayment in full terms of each such Non-Extending Bank) exceed the Aggregate extended Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers and extended Loans shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excesscomply with Section 3.6.7.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Expiration Date or the Term Loan Maturity Date pursuant to this Section 5.16 shall not only be effective with respect to any Bank unlessLender on the Extension Effective Date if: (i) no Default or Event in the case of Default exists on any proposed extension of the Expiration Date, the 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 be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date; (ii) in the case of any proposed extension of the Term Loan Maturity Date with respect to the Term Loans, the total of the outstanding Term Loans of the Lenders that have agreed so to extend the Term Loan Maturity Date with respect to the Term Loans shall be more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the Extension Effective Date; (iii) in the case of any proposed extension of the Term Loan Maturity Date with respect to the 2024 Incremental Term Loans, the total of the outstanding 2024 Incremental Term Loans of the Lenders that have agreed so to extend the Term Loan Maturity Date with respect to the 2024 Incremental Term Loans shall be more than 50% of the aggregate amount of the 2024 Incremental Term Loans outstanding immediately prior to the Extension Effective Date (iv) as of the date of such extension extension, and after giving effect thereto; (ii) , the representations and representations, warranties contained in Article VI of the Borrower and the other Loan Parties herein and in the other Loan Documents are shall be true and correct in all material respects on (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Extension Datecorrect), except 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, and except that for purposes of this Section 5.16, the representations and warranties contained in Section 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Section 8.11 (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date); (v) no Event of Default or Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto; (vi) 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 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; (vii) on or before the Expiration Date or Term Loan Maturity Date of each Non-Extending Lender (A) the Borrower shall have paid in full the principal of and interest on all of the Loans made by such Non-Extending Lender to the Borrower hereunder and (B) the Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the other Loan Documents (it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the then-existing Expiration Date or applicable Term Loan Maturity Date and such Non-Extending Lender shall no longer be a “Lender” hereunder); and (iiiviii) to if such extension is being effectuated in accordance with the extent the Commitments last paragraph of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required 12.1 pursuant to Section 3.12) to which the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as terms of such dateextended Loans or Commitments are being amended, (y) on an amendment entered into by the parties required by such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers provision shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excesshave become effective.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Expiration Date pursuant to this Section shall not only be effective with respect to any Bank unlessLender on the Extension Effective Date if: (i) no Default or Event in the case of Default exists on any proposed extension of the Expiration Date, the 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 be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date; (ii) [reserved]; (iii) as of the date of such extension extension, and after giving effect thereto; (ii) , the representations and representations, warranties contained in Article VI of the Borrower and the other Loan Parties herein and in the other Loan Documents are shall be true and correct in all material respects on (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Extension Datecorrect), except 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, and except that for purposes of this Section, the representations and warranties contained in Section 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Section 8.12 (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date); (iv) no Event of Default or Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto; (v) 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 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 Expiration Date of each Non-Extending Lender, (A) the Borrower shall have paid in full the principal of and interest on all of the Loans made by such Non-Extending Lender to the Borrower hereunder and (B) the Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the other Loan Documents (it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the then-existing Expiration Date and such Non-Extending Lender shall no longer be a “Lender” hereunder); and (iiivii) to if such extension is being effectuated in accordance with the extent the Commitments last paragraph of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required 12.1 pursuant to Section 3.12) to which the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as terms of such dateextended Loans or Commitments are being amended, (y) on an amendment entered into by the parties required by such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers provision shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excesshave become effective.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Expiration Date of any such Proposed Extended Facility pursuant to this Section shall not be effective with respect to any Bank Lender unless: (i) no Default or Event as of Default exists on the date of such extension of the Expiration Date of such Proposed Extended Facility and after giving effect thereto; (ii) , the representations and warranties contained in Article VI and of the other Loan Documents are Borrower shall be true and correct in all material respects on (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Extension Datecorrect), except 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, and except that for purposes of this Section, the representations and warranties contained in Section 6.6 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.11 [Reporting Requirements]; (ii) no Event of Default or Potential Default shall have occurred and be continuing on the date of such extension of such Expiration Date and after giving effect thereto; and (iii) to the extent the Commitments on or before such Expiration Date of any each Non-Extending Bank shall not be replaced Lender with Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d)respect to such Proposed Extended Facility, and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay have paid in full the principal of and interest on all of the Loans outstanding on the applicable Termination Date of any made by such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) Lender to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks Borrower under such Proposed Extended Facility and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on the Borrower shall have paid in full all other Obligations owing to such applicable Termination Date, Lender hereunder and under the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after other Loan Documents with respect to such date will be equal to the Commitments of the remaining Banks and Proposed Extended Facility (z) to the extent it being understood that the outstanding Obligations as of such date (after giving effect to the repayment in full of each this clause (iii) with respect to any Non-Extending Lender, such Non-Extending Bank) exceed Lender’s Commitment with respect to such Proposed Extended Facility shall be deemed terminated on the Aggregate Commitments then in effect (after giving effect to the termination Existing Expiration Date of the Commitments of all such Proposed Extended Facility and such Non-Extending BanksLender shall no longer be a “Lender” under such Proposed Extended Facility), the Borrowers shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excess.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Date pursuant to this Section shall not be effective with respect to any Bank unless: (i) no Default or Event of Default exists on the date of such extension and after giving effect thereto; (ii) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the Extension 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 (iii) to the extent the Commitments of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize cash collateralize the LOC Obligations in an aggregate amount equal to such excess.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Revolver Maturity Date pursuant to this Section shall not be effective with respect to any Bank unless: (i) no Default or Event of Default exists shall have occurred and be continuing on the date of such extension and after giving effect thereto; (ii) the representations and warranties contained in Article VI and the other Loan Documents this Credit Agreement are true and correct in all material respects on and as of the Extension 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 date of such earlier date; and (iii) to the extent the Commitments of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date extension and after giving effect thereto, as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments though made on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) with respect to each Non-Extending Lender, on the Revolver Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.3) all Obligations owing to such Non-Extending Lender and the Revolving Committed Amount shall be reduced by an amount equal to such Non-Extending Lender's Commitment with respect to Revolving Loans; (iv) on the Revolver Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.3) one or more existing Revolving Loans in an amount necessary such that, after giving effect to the repayment in full extension of the Revolver Maturity Date, each such Non-Extending BankLender will hold its pro rata share (based on its share of the revised Revolving Committed Amount) exceed of outstanding Revolving Loans; (v) on the Aggregate Commitments then Revolver Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.3) one or more existing Revolving Loans or cash collateralize Letters of Credit in an amount necessary such that, after giving effect to the termination extension of the Commitments Revolver Maturity Date, the aggregate amount of all Non-Extending BanksLOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the Revolving Committed Amount; and (vi) since the 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 Borrowers shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal date of such extension that would have or would be reasonably expected to such excesshave a Material Adverse Effect.

Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, the effectiveness of such extension of the Termination Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this Section shall not be effective with respect to any Bank unless:as determined in good faith by the Administrative Agent (the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) no Default or Event of Default exists on On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default shall have occurred and be continuing; (ii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such Extension Fee shall be fully earned when paid and shall not be refundable for any reason); (iii) The Administrative Agent shall have received a certificate of the Parent dated as of the 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 the 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 Maturity Date for a period that is not less than an additional twelve (12) months from the Initial 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 thereto; to such extension, (iiA) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Extension Datedate the proposed extension is to become effective, 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, (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 2.13, 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 subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; and (iiiiv) The Borrower and the other Loan Parties shall have delivered to the extent Administrative Agent such reaffirmations of their respective obligations under the Commitments of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date Loan Documents (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect extension), and acknowledgments and certifications that they have no claims, offsets or defenses with respect to the termination payment or performance of any of the Commitments Obligations, including, without limitation, reaffirmations of all Non-Extending Banks)the Guaranty, executed by the Borrowers shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excessLoan Parties party thereto.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Revolver Maturity Date pursuant to this Section shall not be effective with respect to any Bank unless: (i) no Default or Event of Default exists shall have occurred and be continuing on the date of such extension and after giving effect thereto; (ii) the representations and warranties contained in Article VI and the other Loan Documents this Credit Agreement are true and correct in all material respects on and as of the Extension 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 date of such earlier date; and (iii) to the extent the Commitments of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date extension and after giving effect thereto, as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments though made on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) with respect to each Non-Extending Lender, on the Revolver Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.3) all Obligations owing to such Non-Extending Lender and the Revolving Committed Amount shall be reduced by an amount equal to such Non-Extending Lender’s Commitment with respect to Revolving Loans; (iv) on the Revolver Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.3) one or more existing Revolving Loans in an amount necessary such that, after giving effect to the repayment in full extension of the Revolver Maturity Date, each such Non-Extending BankLender will hold its pro rata share (based on its share of the revised Revolving Committed Amount) exceed of outstanding Revolving Loans; (v) on the Aggregate Commitments then Revolver Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.3) one or more existing Revolving Loans or cash collateralize Letters of Credit in an amount necessary such that, after giving effect to the termination extension of the Commitments Revolver Maturity Date, the aggregate amount of all Non-Extending BanksLOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the Revolving Committed Amount; and (vi) since the 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 Borrowers shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal date of such extension that would have or would be reasonably expected to such excesshave a Material Adverse Effect.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the any extension of the Termination Maturity Date pursuant to this Section 2.10 shall not be effective with respect to any Bank unless: (i) no later than forty-five (45) days prior to the Existing Maturity Date, the Borrower shall have delivered to Lender a written request to extend the Existing Maturity Date (the “Extension Notice”); (ii) the Borrower shall have delivered to Lender all items reasonably requested by Lender in order to ensure compliance with all applicable regulatory and internal credit and lending procedures of Lender, in each case in form and substance reasonably satisfactory to Lender; (iii) no Default or Event of Default exists shall have occurred and be continuing on the date of such extension and after giving effect thereto; (iiiv) the representations and warranties contained in Article VI this Agreement and the other Loan Credit Documents are shall be true and correct in all material respects on and as of the Extension 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 date of such earlier date; and (iii) to the extent the Commitments of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date extension and after giving effect thereto, as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments though made on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (after giving effect or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (v) the Borrower shall have paid to Lender (1) an extension fee equal to 1.0% of the unpaid principal balance of the Loan as of the date of such extension, and (2) all reasonable and documented out-of-pocket fees and expenses paid or incurred by Lender, in each case in connection with the extension request, including but not limited to fees and expenses for appraisals, collateral exams and audits, and legal counsel; (vi) the terms of the extended Loan (other than the Existing Maturity Date being extended) shall be identical to the repayment terms set forth herein; and (vii) Lender shall have granted its written approval thereof in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excessits sole discretion.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Maturity Date pursuant to this Section shall not be effective with respect to any Bank unless: (i) no Default or Event of Default exists shall have occurred and be continuing on the date of such extension and after giving effect thereto; (ii) the representations and warranties contained in Article VI and the other Loan Documents this Agreement are true and correct in all material respects on and as of the Extension 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 date of such earlier date; and (iii) to the extent the Commitments of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date extension and after giving effect thereto, as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required pursuant to Section 3.12) to the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments though made on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) with respect to each Non-Extending Lender, on the Existing Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) all Borrower Obligations owing to such Non-Extending Lender and, if such Non-Extending Lender has not been replaced by an Additional Commitment Lender, the Revolving Committed Amount shall be reduced by an amount equal to such Non-Extending Lender’s Commitment; (iv) on the Existing Maturity Date (as in effect prior to such extension), if any Non-Extending Lender has not been replaced by an Additional Commitment Lender, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) one or more existing Revolving Loans in an amount necessary such that, after giving effect to the repayment in full extension of the Maturity Date, each such Non-Extending BankRevolving Lender and each Additional Commitment Lender will hold its Commitment Percentage (based on its share of the revised Revolving Committed Amount) exceed of outstanding Revolving Loans; (v) on the Aggregate Commitments then Existing Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) one or more existing Revolving Loans or cash collateralize Letters of Credit in an amount necessary such that, after giving effect to the termination extension of the Commitments Maturity Date, the aggregate amount of all Non-Extending BanksLOC Obligations outstanding plus Revolving Loans outstanding plus Swingline Loans outstanding shall not exceed the Revolving Committed Amount; and (vi) since the date of the most recent annual audited financial statements delivered pursuant to Section 5.1(a), the Borrowers no event or condition shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal have occurred that has had or could be reasonably expected to such excesshave a Material Adverse Effect.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Expiration Date, or the applicable Term Loan Maturity Date pursuant to this Section 5.16 shall not only be effective with respect to any Bank unlessLender on the Extension Effective Date if: (i) no Default or Event in the case of Default exists on any proposed extension of the Expiration Date, the 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 be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date; (ii) in the case of any proposed extension of a Term Loan Maturity Date with respect to an applicable Class of Term Loans, the total of the outstanding Term Loans of the Lenders that have agreed so to extend such Term Loan Maturity Date with respect to such Class of Term Loans shall be more than 50% of the aggregate amount of such Term Loans outstanding immediately prior to the Extension Effective Date; (iii) as of the date of such extension extension, and after giving effect thereto; (ii) , the representations and warranties contained in Article VI of the Borrower and the other Loan Parties herein and in the other Loan Documents are shall be true and correct in all material respects on (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Extension Datecorrect), except 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, and except that for purposes of this Section 5.16, the representations and warranties contained in Section 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Section 8.11 (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date); (iv) no Event of Default or Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto; (v) 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 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 Expiration Date or the applicable Term Loan Maturity Date of each Non-Extending Lender (A) the Borrower shall have paid in full the principal of and interest on all of the Loans made by such Non-Extending Lender to the Borrower hereunder and (B) the Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the other Loan Documents (it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the then-existing Expiration Date or Term Loan Maturity Date and such Non-Extending Lender shall no longer be a “Lender” hereunder); and (iiivii) to if such extension is being effectuated in accordance with the extent the Commitments last paragraph of any Non-Extending Bank shall not be replaced with Commitments from one or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required 12.1 pursuant to Section 3.12) to which the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as terms of such dateextended Loans or Commitments are being amended, (y) on an amendment entered into by the parties required by such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers provision shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excesshave become effective.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Maturity Date pursuant to this Section 2.13 shall not be effective with respect to any Bank Extending Lender unless: (i) no Default or Event of Default exists shall have occurred and be continuing both on and as of the date of such extension Scheduled Termination Date and after giving effect theretoto such extension on the Scheduled Termination Date; (ii) the representations and warranties contained in Article VI and the other Loan Documents this Agreement are true and correct correct, in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof), both on and as of the Extension Scheduled Termination Date and after giving effect to such extension on the Scheduled Termination Date, except 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 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, as of such specific date; andprovided, however, that for these purposes the reference to the Effective Date in the representation and warranty in Section 5.06(b) shall be deemed to be a reference to the Scheduled Termination Date, as the case may be); (iii) on and as of the Scheduled Termination Date, since the later of the date of the Audited Financial Statements and the date of the most recent financial statements delivered pursuant to Section 6.01(a), no event, circumstance or development shall have occurred that constituted or could reasonably be expected to constitute or have a Material Adverse Effect; (iv) on the Scheduled Termination Date (to the extent the Commitments of any not paid prior thereto), each Non-Extending Bank shall Lender not be replaced with Commitments from one or more by an Additional Commitment Banks on the applicable Extension Date as provided for in Lender under Section 2.11(d2.13(d), and thus there shall be no change in have received from the applicable Termination Date for Borrower payment of the outstanding principal amount of such Non-Extending BankLender’s Loans, accrued interest thereon, accrued fees and all other amounts which are payable to it is understood and agreed that hereunder (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay including, if applicable, any additional amounts required pursuant to Section 3.123.05); and (v) on the Scheduled Termination Date, the Borrower shall have delivered a certificate of a Responsible Officer to the extent necessary Administrative Agent dated such date certifying as to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective foregoing matters as of such date, (y) on such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excess.

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Expiration Date pursuant to this Section shall not only be effective with respect to any Bank unlessLender on the Extension Effective Date if: (i) no Default or Event the total of Default exists on 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 be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date; (ii) [reserved]; (iii) as of the date of such extension extension, and after giving effect thereto; (ii) , the representations and warranties contained of the Borrower herein and in Article VI and the other Loan Documents are shall be true and correct in all material respects on (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Extension Datecorrect), except 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 (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct) as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 6.6(a) [Historical Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.12 [Reporting Requirements] (and the Borrower shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date); (iv) no Event of Default or Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto; (v) 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 board of directors (or equivalent governing body) of the Borrower authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension; (vi) on or before the Expiration Date of each Non-Extending Lender, (A) the Borrower shall have paid in full the principal of and interest on all of the Loans made by such Non-Extending Lender to the Borrower hereunder or the Additional Commitment Lenders shall have purchased such Loans and (B) the Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the other Loan Documents (it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the then-existing Expiration Date and such Non-Extending Lender shall no longer be a “Lender” hereunder); and (iiivii) to if such extension is being effectuated in accordance with the extent the Commitments last paragraph of any Non-Extending Bank shall not be replaced with Commitments from one Section 12.1 [Modifications, Amendments or more Additional Commitment Banks on the applicable Extension Date as provided for in Section 2.11(d), and thus there shall be no change in the applicable Termination Date for such Non-Extending Bank, it is understood and agreed that (x) the Borrower shall repay Loans outstanding on the applicable Termination Date of any such Non-Extending Bank (and pay any additional amounts required Waivers] pursuant to Section 3.12) to which the extent necessary to repay, nonratably, the Loans of all Non-Extending Banks and the pro rata shares of the remaining Banks shall be revised effective as terms of such dateextended Loans or Commitments are being amended, (y) on an amendment entered into by the parties required by such applicable Termination Date, the Commitments of the Non-Extending Banks will be permanently terminated and the Aggregate Commitments on and after such date will be equal to the Commitments of the remaining Banks and (z) to the extent that the outstanding Obligations as of such date (after giving effect to the repayment in full of each such Non-Extending Bank) exceed the Aggregate Commitments then in effect (after giving effect to the termination of the Commitments of all Non-Extending Banks), the Borrowers provision shall immediately prepay Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to such excesshave become effective.