Common use of Conditions to Effectiveness of each Commitment Increase Clause in Contracts

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waived: (i) The Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S as the Lead Borrower and such Additional Commitment Lenders and MLPF&S shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender; (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waived: (i) The BorrowersLead Borrower, the Administrative Agent, and any Additional Commitment Lender that is not an existing Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers Lead Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S the Arranger as the Lead Borrower and Borrower, such Additional Commitment Lenders and MLPF&S the Arranger shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the Borrowers Lead Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated the effective date of such dateCommitment Increase; (iv) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender; (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested request in order to effectuate the foregoing; (vi) No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the Commitment Increase; and (vivii) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waivedsatisfied: (i) The Borrowers, the Administrative Agent, and any each Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such substantially the form as the Administrative Agent shall reasonably requireof Exhibit H hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S to the Administrative Agent and BAS as the Lead Borrower Borrower, the Administrative Agent, BAS and such Additional Commitment Lenders and MLPF&S shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent or the Canadian Agent, as applicable, the Borrowers shall deliver to the Administrative Agent or the Canadian Agent, as applicable, and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, and dated such date; (iv) A Revolving Credit Note (to the extent requested) ), to be in conformity with the requirements of SECTION 2.07 (with appropriate modification), will be issued issued, at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) Lender to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender;; and (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Canadian Agent, as applicable, may reasonably have requested in order to effectuate the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as documentation of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective datesforegoing.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has have been satisfied or waived: (i) The Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S the Arrangers as the Lead Borrower Borrower, the Arrangers and such Additional Commitment Lenders and MLPF&S shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with the requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender;; and (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as documentation of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective datesforegoing.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waivedsatisfied: (i) The Borrowers, the Administrative Agent, and any each Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such substantially the form as the Administrative Agent shall reasonably requireof Exhibit H hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S to the Administrative Agent and MLPFS as the Lead Borrower Borrower, the Administrative Agent, MLPFS and such Additional Commitment Lenders and MLPF&S shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent or the Canadian Agent, as applicable, the Borrowers shall deliver to the Administrative Agent or the Canadian Agent, as applicable, and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, and dated such date; (iv) A Revolving Credit Note (to the extent requested) ), to be in conformity with the requirements of SECTION 2.07 (with appropriate modification), will be issued issued, at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) Lender to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender;; and (v) The to the extent that the Commitment Increase shall take the form of a term loan, this Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent, to include such terms as are customary for a term loan commitment, including that the term loan advances shall (A) have a maturity date no earlier than the Latest Maturity Date, (B) if subject to amortization, shall have an average weighted life extending beyond the Latest Maturity Date, (C) shall bear interest at the rate agreed between the Borrowers and each such Lender or Additional Commitment Lender shall have delivered such other instrumentsand (D) not be voluntarily prepaid unless contemporaneously therewith, documents the Commitments are ratably permanently reduced and agreements as the Administrative Agent may reasonably have requested in order to effectuate the foregoingprepaid; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No As a condition precedent to each Commitment Increase shall become effective unless and until each of after the following conditions has been satisfied or waived: Effective Date, (i) The the Borrowers shall deliver to the Agent a certificate of each Borrower dated as of the Increase Effective Date signed by an Authorized Officer of such Borrower (A) certifying and attaching the resolutions adopted by the board of directors (or other applicable governing body) of such Borrower approving or consenting to such Commitment Increase, and (B) certifying that, before and after giving effect to such Commitment Increase, the representations and warranties contained in Article V hereof and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent (1) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, (2) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (3) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”, (ii) the Loan Parties other than the Borrowers shall deliver an “acknowledgment and acceptance” of the Commitment Increase in form reasonably satisfactory to the Agent, (iii) if applicable, the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; ; (iiiv) The to the extent that the Commitment Increase shall take the form of an Incremental Term Loan, this Agreement shall be amended, in form and substance reasonably satisfactory to the Agent, to include such terms as are customary for a term loan commitment, including that the term loan advances shall (A) have a maturity date no earlier than the Termination Date, (B) if subject to amortization, shall have an average weighted life extending beyond the Termination Date, and (C) not be voluntarily prepaid unless contemporaneously therewith, the other Commitments are ratably permanently reduced; (iv) the Borrowers shall have paid such fees and other compensation to the applicable Lead Arrangers (to the extent that such Lead Arrangers provide assistance in arranging the Commitment Increases of Additional Commitment Lenders), the Additional Commitment Lenders and MLPF&S the other Lenders who agree to increase their Commitments, as the Borrowers and the applicable Lead Borrower and such Arrangers, the Additional Commitment Lenders and MLPF&S shall the other Lenders, respectively, may agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iiiv) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; ; and (ivvi) A Revolving Credit Note no Default or Event of Default shall exist or result from the Commitment Increase. The Borrowers shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to the extent requestedSection 9.04(c)) will be issued at the Borrowers’ expense, to each such and may borrow on a non-ratable basis from any Lender or Additional Commitment LenderLender committed to a portion of the applicable Commitment Increase, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) each case to the extent necessary to reflect keep the new Tranche A outstanding Advances ratable with any revised Commitment Percentage arising from any nonratable increase in the Commitments under this Section. Each of each Additional Commitment Lender; (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative parties hereto hereby agrees that the Agent may take any and all further action as may be reasonably have requested necessary to ensure that all Advances in order respect of Commitment Increases, when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. The Borrower agrees that Section 9.04(c) shall apply to effectuate any conversion of Eurodollar Rate Advances to Base Rate Advances reasonably required by the Agent to effect the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No As a condition precedent to each Commitment Increase shall become effective unless and until each of after the following conditions has been satisfied or waived: Effective Date, (i) The the Borrowers shall deliver to the Agent a certificate of each Borrower dated as of the Increase Effective Date signed by an Authorized Officer of such Borrower (A) certifying and attaching the resolutions adopted by the board of directors (or other applicable governing body) of such Borrower approving or consenting to such Commitment Increase, and (B) certifying that, before and after giving effect to such Commitment Increase, the representations and warranties contained in Article V hereof and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent (1) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, (2) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (3) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”, (ii) the Loan Parties other than the Borrowers shall deliver an “acknowledgment and acceptance” of the Commitment Increase in form reasonably satisfactory to the Agent, (iii) if applicable, the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; ; (iiiv) The to the extent that the Commitment Increase shall take the form of a term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Agent, to include such terms as are customary for a term loan commitment, including that the term loan advances shall (A) have a maturity date no earlier than the Extended Termination Date, (B) if subject to amortization, shall have an average weighted life extending beyond the Extended Termination Date, and (C) may not be voluntarily prepaid unless contemporaneously therewith, the other Commitments are ratably permanently reduced; (iv) the Borrowers shall have paid such fees and other compensation to the applicable Lead Arrangers (to the extent that such Lead Arrangers provide assistance in arranging the Commitment Increases of Additional Commitment Lenders), the Additional Commitment Lenders and MLPF&S the other Lenders who agree to increase their Commitments, as the Borrowers and the applicable Lead Borrower and such Arrangers, the Additional Commitment Lenders and MLPF&S shall the other Lenders, respectively, may agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iiiv) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; ; and (ivvi) A Revolving Credit Note no Default or Event of Default shall exist or result from the Commitment Increase. The Borrowers shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to the extent requestedSection 9.04(c)) will be issued at the Borrowers’ expense, to each such and may borrow on a non-ratable basis from any Lender or Additional Commitment LenderLender committed to a portion of the applicable Commitment Increase, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) each case to the extent necessary to reflect keep the new Tranche A outstanding Advances ratable with any revised Commitment Percentage arising from any nonratable increase in the Commitments under this Section. Each of each Additional Commitment Lender; (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative parties hereto hereby agrees that the Agent may take any and all further action as may be reasonably have requested necessary to ensure that all Advances in order respect of Commitment Increases, when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. The Borrower agrees that Section 9.04(c) shall apply to effectuate any conversion of Eurodollar Rate Advances to Base Rate Advances reasonably required by the Agent to effect the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waivedsatisfied: (i) The Borrowers, the Administrative Agent, and any each Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such substantially the form as the Administrative Agent shall reasonably requireof Exhibit H hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S to the Administrative Agent and BAS as the Lead Borrower Borrower, the Administrative Agent, BAS and such Additional Commitment Lenders and MLPF&S shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the The Borrowers shall deliver to the Administrative Agent or the Canadian Agent, as applicable, and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, and dated such date; (iv) A Revolving Credit Note (to the extent requested) ), to be in conformity with the requirements of SECTION 2.07 (with appropriate modification), will be issued issued, at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) Lender to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender;; and (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Canadian Agent, as applicable, may reasonably have requested in order to effectuate the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as documentation of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective datesforegoing.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has have been satisfied or waived: (ia) The Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iib) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S the Arrangers as the Lead Borrower Borrower, the Arrangers and such Additional Commitment Lenders and MLPF&S shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iiic) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated such date; (ivd) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with the requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender;; and (ve) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as documentation of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective datesforegoing.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waived: (i) The BorrowersBorrower, the Administrative Agent, and any Additional Commitment Lender that is not an existing Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S as the Lead Borrower and such Additional Commitment Lenders and MLPF&S shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the Borrowers Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Borrower and dated the effective date of such dateCommitment Increase; (iv) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ Borrower’s expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Tranche A Revolving Commitment or Term Commitment, as applicable, of each Additional Commitment Lender; (v) The Borrowers Borrower and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested request in order to effectuate the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waivedsatisfied: (i) The Borrowers, the Administrative Agent, and any each Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such substantially the form as the Administrative Agent shall reasonably requireof Exhibit H hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S to the Administrative Agent and MLPFS as the Lead Borrower Borrower, the Administrative Agent, MLPFS and such Additional Commitment Lenders and MLPF&S shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent or the Canadian Agent, as applicable, the Borrowers shall deliver to the Administrative Agent or the Canadian Agent, as applicable, and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, and dated such date; (iv) A Revolving Credit Note (to the extent requested) ), to be in conformity with the requirements of SECTION 2.07 (with appropriate modification), will be issued issued, at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) Lender to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender;; and (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Canadian Agent, as applicable, may reasonably have requested in order to effectuate the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as documentation of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective datesforegoing.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waived: (i) The BorrowersBorrower, the Administrative Agent, and any Additional Commitment Lender that is not an existing Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S as the Lead Borrower and such Additional Commitment Lenders and MLPF&S shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the Borrowers Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Borrower and dated the effective date of such dateCommitment Increase; (iv) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ Borrower’s expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender; (v) The Borrowers Borrower and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested request in order to effectuate the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No As a condition precedent to each Revolving Commitment Increase shall become effective unless and until each of after the following conditions has been satisfied or waived: Third Amendment Effective Date, (i) The the Borrowers shall deliver to the Agent a certificate of each Borrower dated as of the applicable Increase Effective Date signed by an Authorized Officer of such Borrower (A) certifying and attaching the resolutions adopted by the board of directors (or other applicable governing body) of such Borrower approving or consenting to such Revolving Commitment Increase, and (B) certifying that, before and after giving effect to such Revolving Commitment Increase, the representations and warranties contained in Article V hereof and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent (1) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, and (2) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) the Loan Parties other than the Borrowers shall deliver an “acknowledgment and acceptance” of the Revolving Commitment Increase in form reasonably satisfactory to the Agent, (iii) if applicable, the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; ; (iiiv) The to the extent that the Revolving Commitment Increase shall take the form of a term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Agent, to include such terms as are customary for a term loan commitment, including that the term loan advances shall (A) have a maturity date no earlier than the Extended Termination Date, (B) if subject to amortization, shall have an average weighted life not less than the Extended Termination Date, and (C) may not be voluntarily prepaid unless contemporaneously therewith, the other Revolving Commitments are ratably permanently reduced; (iv) the Borrowers shall have paid such fees and other compensation to the applicable Lead Arrangers (to the extent that such Lead Arrangers provide assistance in arranging the Revolving Commitment Increases of Additional Commitment Lenders), the Additional Commitment Lenders and MLPF&S the other Revolving Lenders who agree to increase their Revolving Commitments, as the Borrowers and the applicable Lead Borrower and such Arrangers, the Additional Commitment Lenders and MLPF&S shall the other Revolving Lenders, respectively, may agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iiiv) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; ; (ivvi) A Revolving Credit Note (the Borrowers shall have delivered to the extent requestedAgent an updated Borrowing Base Certificate dated as of the Increase Effective Date, and (vii) will be issued at no Default or Event of Default shall exist or result from the Borrowers’ expense, Revolving Commitment Increase. The Borrowers shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to each such Section 9.04(c)) and may borrow on a non-ratable basis from any Revolving Lender or Additional Commitment LenderLender committed to a portion of the applicable Revolving Commitment Increase, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) each case to the extent necessary to reflect keep the new Tranche A outstanding Advances ratable with any revised Revolving Commitment Percentage arising from any non-ratable increase in the Revolving Commitments under this Section. Each of each Additional Commitment Lender; (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative parties hereto hereby agrees that the Agent may take any and all further action as may be reasonably have requested necessary to ensure that all Advances in order respect of Revolving Commitment Increases, when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. The Borrower agrees that Section 9.04(c) shall apply to effectuate any conversion of Eurodollar Rate Advances to Base Rate Advances reasonably required by the Agent to effect the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waived: (i) The BorrowersEach Borrower, the Administrative Agent, and any Additional Commitment Lender that is not an existing Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S the Arranger as the Lead Borrower and Borrowers, such Additional Commitment Lenders and MLPF&S the Arranger shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated the effective date of such dateCommitment Increase; (iv) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION Section 2.07 (with appropriate modification) to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender; (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested request in order to effectuate the foregoing; (vi) No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the Commitment Increase; and (vivii) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No As a condition precedent to each Commitment Increase shall become effective unless and until each of after the following conditions has been satisfied or waived: Commitment Effective Date, (i) The Borrowersthe Borrower shall deliver to the Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (A) certifying and attaching the resolutions adopted by the board of directors (or other applicable governing body) of the Borrower approving or consenting to such Commitment Increase, and (B) certifying that, before and after giving effect to such Commitment Increase, the Administrative representations and warranties contained in Article V hereof and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent (1) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, and (2) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) the Loan Parties other than the Borrower shall deliver an “acknowledgment and acceptance” of the Commitment Increase in form reasonably satisfactory to the Agent, (iii) if applicable, the Borrower, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; ; (iiiv) The Borrowers the Borrower shall have paid such fees and other compensation to the Arranger (to the extent that the Arranger provides assistance in arranging the Commitment Increases of Additional Commitment Lenders), the Additional Commitment Lenders and MLPF&S the other Lenders who agree to increase their Commitments, as the Lead Borrower and such the Arranger, the Additional Commitment Lenders and MLPF&S shall the other Lenders, respectively, may agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to (v) the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Borrower and the other Loan Parties reasonably satisfactory to the Agent and dated such date; ; and (ivvi) A Revolving Credit Note no Default or Event of Default shall exist or result from the Commitment Increase. The Borrower shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to the extent requestedSection 9.04(c)) will be issued at the Borrowers’ expense, to each such and may borrow on a non-ratable basis from any Lender or Additional Commitment LenderLender committed to a portion of the applicable Commitment Increase, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) each case to the extent necessary to reflect keep the new Tranche A outstanding Advances ratable with any revised Commitment Percentage arising from any nonratable increase in the Commitments under this Section. Each of each Additional Commitment Lender; (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative parties hereto hereby agrees that the Agent may take any and all further action as may be reasonably have requested necessary to ensure that all Advances in order respect of Commitment Increases, when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. The Borrower agrees that Section 9.04(c) shall apply to effectuate any conversion of BA Rate Advances to Base Rate Advances or LIBOR Rate Advances to Prime Rate Advances reasonably required by the Agent to effect the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has have been satisfied or waived: (i) : The Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) ; The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S the Arrangers as the Lead Borrower Borrower, the Arrangers and such Additional Commitment Lenders and MLPF&S shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated such date; (iv) ; A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with the requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender; (v) ; and The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as documentation of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective datesforegoing.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waived: (i) The Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S BAS as the Lead Borrower and such Additional Commitment Lenders and MLPF&S BAS shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender;; and (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the foregoing; and (vi) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Conditions to Effectiveness of each Commitment Increase. No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied or waived:: DB1/ 118785215.8 (i) The BorrowersEach Borrower, the Administrative Agent, and any Additional Commitment Lender that is not an existing Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and MLPF&S the Arranger as the Lead Borrower and Borrowers, such Additional Commitment Lenders and MLPF&S the Arranger shall agree; provided, that MLPF&S shall only be entitled to a fee or compensation, or to agree to the fees and compensation paid by the Lead Borrower under this clause (ii), if it has arranged the Commitment Increase; (iii) If requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated the effective date of such dateCommitment Increase; (iv) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION Section 2.07 (with appropriate modification) to the extent necessary to reflect the new Tranche A Commitment of each Additional Commitment Lender; (v) The Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested request in order to effectuate the foregoing; (vi) No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the Commitment Increase; and (vivii) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the effective date of each Commitment Increase with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty which is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.