Common use of Conditions to Effectiveness of Increase Clause in Contracts

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Company, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default exists. The additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, ) of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyParent, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V (except for the representations and warranties in Section 5.05(c) and 5.09) and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party Borrower dated as of the Term Increase Effective Date (in with sufficient copies for each Revolving Credit (USD) Lender) signed by a Responsible Officer of such Loan Party Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, increase and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause clauses (a) and (b) of Section 5.05 5.12 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.1, and (2B) no Default or Event of Default exists. The Borrower shall prepay any Revolving Credit (USD) Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.5) to the procedures set forth extent necessary to keep the outstanding Revolving Credit (USD) Loans ratable with any revised Pro Rata Revolving Credit (USD) Shares arising from any non-ratable increase in Section 2.02the Revolving Credit (USD) Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Xxxxxxxxx shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (Bii) in the case of the CompanyXxxxxxxxx, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Revolver Commitments and/or WC Commitments, as applicable, under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Credit Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible an Executive Officer of such Loan Credit Party (A) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (B) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1x) the representations and warranties contained in Article V Section 6 and the other Loan Credit Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes (y) the Borrower shall have delivered to the Administrative Agent an officer’s certificate demonstrating that, upon giving effect to the increase of this Section 2.15the Revolving Committed Amount (assuming the full amount of such increase was drawn) on a pro forma basis, no Default or Event of Default would exist as the representations and warranties contained in clause (a) result of a violation of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a7.11(a) or Section 7.11(b) and (b), respectively, of Section 6.01, and (2z) no Default existsor Event of Default exists and (ii) favorable opinions of counsel to the Credit Parties, all in form, content and scope reasonably satisfactory to the Administrative Agent. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.12) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Commitment Percentages arising from any nonratable increase in Section 2.02the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall pay any fees agreed to in connection therewith and deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, in all material respects, on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct correct, in all material respects, as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that any representation or warranty that is qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects, and (2B) no Default existsexists and shall be continuing. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.17, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) the Company shall be in pro forma compliance with each of the financial covenants set forth in Section 7.11 after giving effect to any such increase and (2C) no Default or Event of Default exists. The Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in Section 2.02the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyParent, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower Representative shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party the Borrowers dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower Representative (Ai) certifying and attaching the resolutions adopted by such Loan Party the board of the General Partner approving or consenting to such increase (and certifying either (A) that the approval or consent of each other Loan Party is not required or (B) that each other Loan Party has approved or consented to such increase, attaching copies of any resolutions adopted by such Loan Parties not previously delivered to the Administrative Agent evidencing such approval or consent), and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default existsexists and is continuing, and (C) the financial covenants contained in Section 7.19 are satisfied on a pro forma basis after giving effect to any incremental Borrowing associated with such increase and for the most recent determination period. The applicable Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party the Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15Section, the representations and warranties contained in clause (aSection 3.4(a) of Section 5.05 shall be deemed to refer to the most recent annual and quarterly financial statements furnished pursuant to clauses (aSections 5.1(a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 2.16) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Revolver Commitments, WC Interim Commitments and/or WC Commitments, as applicable, under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (Ax) certifying and attaching the resolutions adopted by such the applicable Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default exists and (2C) no Floorplan Default exists. The additional Term Company shall prepay any Committed Loans shall be made by outstanding on the Term Lenders participating therein pursuant Increase Effective Date to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Term Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in clause clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) both before and after giving effect to the Incremental Facility, no Default exists. The additional Term Loans Borrower shall deliver or cause to be made delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the Term Lenders participating therein Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.022.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall Borrower shall: (A) deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V 7 and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause Sections 7.4(a) and (ab) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 8.4(a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The exists or would exist after giving effect to such increase; and (B) prepay any Loans outstanding prior to such increase on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 5.9) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section 2.022.14.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default exists and (2C) no Floorplan Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ax) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (By) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent modified by any materiality or Material Adverse Effect standard, in all respects) on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.17, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (2B) no Default then exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.022.13.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in Section 2.02the Aggregate Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of executed by each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b), (c) and (bd), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in Section 2.02the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party the Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except that (i) 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, (ii) such representations and except warranties shall be true and correct in all respects to the extent that they are qualified by a materiality standard and (iii) for purposes of this Section 2.152.14, the representations and warranties contained in clause clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Opco shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties made by such Loan Party contained in Article V and the other Loan Documents Documents, as applicable, are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Each Borrower shall prepay any Committed Loans made to such Borrower outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists, and (ii) to the extent the increase of the Aggregate Commitments is to take the form of an additional tranche, this Agreement shall be amended in form and substance satisfactory to the Administrative Agent to include such terms as it deems to be customary or reasonably necessary to incorporate such additional tranche (including such terms as are necessary to incorporate such additional tranche in to the voting provisions hereof). The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Revolver Commitments and/or WC Commitments, as applicable, under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties (1) of the Borrowers contained in Article V and the (2) of each Loan Party contained in each other Loan Documents Document or in any document furnished at any time under or in connection herewith or therewith, are (x) in the case of representations and warranties that are qualified as to materiality, true and correct, and (y) in the case of representations and warranties that are not qualified as to materiality, true and correct in all material respects, in each case on and as of the Term date of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct or true and correct in all material respects, as the case may be, as of such earlier date, and except ; provided that for purposes of this Section 2.15, the representations and warranties contained in clause (a) of Section 5.05 5.09 shall be deemed to refer to the most recent statements Financial Statements furnished pursuant to clauses subsections (a) and (b), respectively, ) of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as for distribution to the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (iiLenders) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increaseincrease (or, if applicable, as of the LCA Test Date), (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The additional Term Loans Borrowers shall be made by deemed to prepay any Committed Loans outstanding on the Term Lenders participating therein Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) and reborrow Committed Loans in the procedures set forth equivalent amount to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default or Event of Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each LenderBank) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V VII and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.7, the representations and warranties contained in clause (a) of Section 5.05 7.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.018.1, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 6.4 together with all accrued interest, fees and other amounts owing hereunder with respect to such prepaid amount) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ax) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (By) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent modified by any materiality or Material Adverse Effect standard, in all respects) on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.17, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15Section, the representations and warranties contained in clause (aSection 3.4(a) of Section 5.05 shall be deemed to refer to the most recent annual and quarterly financial statements furnished pursuant to clauses (aSections 5.1(a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 2.16) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The additional Term Borrower shall prepay any Committed Loans shall be made by outstanding on the Term Lenders participating therein pursuant Increase Effective Date to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseFacility Increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Company (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseFacility Increase, and (Bii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increaseFacility Increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause Section 5.05(a) and (ab) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default existsor Event of Default has occurred and is continuing. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section 2.022.15.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section. In addition, the Borrowers shall, to the extent requested by any Lender(s), deliver to such Lender(s), as of the Increase Effective Date, new Notes representing the Commitment(s) of such Lender(s).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default existsexists and shall be continuing. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party the Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.04, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Loans outstanding on the Increase Effective Date, which may be repaid with new Loans on such date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05), to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.022.04.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or legal opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party the Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (Ax) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (By) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.12, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company BorrowersBorrower Agent shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.13,2.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower Agent shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party the Company dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Company (Ax) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such increase, and (By) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant toSection 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default existsor Event of Default exists and (C) the final maturity date of the additional Term Loans is no earlier than the Maturity Date applicable to the Term Loan Facility and the weighted average life to maturity of the additional Term Loans is no earlier than the weighted average life to maturity of the Term Loan Facility. The additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall (i) deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (y) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11, and (2z) no Default exists, and (ii) pay all upfront fees, as mutually agreed, for the account of the Lenders participating in such increase. The Borrower shall prepay any Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Cxxxxxxxx shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (Bii) in the case of the CompanyCxxxxxxxx, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The In addition, the Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.022.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseFacility Increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseFacility Increase, and (Bii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increaseFacility Increase, (1A) the representations and warranties contained in Article V 5 and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause (aSection 5.05(a) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default existsor Event of Default has occurred and is continuing. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section 2.022.15.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii1) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or with respect to representations and warranties qualified by materiality, in all respects) on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default existsexists and (2) any consent of the Borrower reasonably requested by the Administrative Agent in connection with such increase under Section 2.16(f). The additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Revolver Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section. Administrative Agent shall adjust the Applicable Percentages accordingly.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, increase and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) no Default exists and (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date. Furthermore, and except since the date of the most recent statements furnished pursuant to Section 6.01(a), there shall have been no event or circumstance, either individually or in the aggregate, that for has had or would reasonably be expected to have a Material Adverse Effect. For purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default exists. The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party Party, dated as of the Term Increase Effective Date (in sufficient copies for each Lender) and signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that that, for purposes of this Section 2.15, the representations and warranties contained in clause clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The additional Term Loans shall be made by exists and (C) for the Term Lenders participating therein pursuant to period of the procedures most recently completed four full fiscal quarters immediately preceding the Increase Effective Date, the Company is in compliance with the covenants set forth in Section 2.027.11, which certificate shall be prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 6.01 and the most recent Compliance Certificate delivered pursuant to Section 6.02(a) and shall evidence such compliance in reasonable detail. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments of any Lenders under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) the Parent and its Subsidiaries are in compliance with the Consolidated Leverage Ratio as set forth in Section 7.10(a), on a pro forma basis after giving effect to such increase, recomputed as of the last day of the most recently ended fiscal quarter of Parent for which financial statements are available and (2C) no Default exists. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease and any Incremental Supplement, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrower, certifying that, before and after upon giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, ) of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in Section 2.02the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Co-Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyCo-Borrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Co-Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.022.14.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Company shall (i) deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Company, certifying that, before and after giving effect to such increase, (1x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2y) no Default exists. The additional Term Loans shall be made by exists and (z) the Term Lenders participating therein pursuant to Company is in compliance with the procedures financial covenants set forth in Section 2.027.11 and (ii) the Company shall have paid any applicable fee (in an amount, and to the extent, mutually agreed upon at the time of such election) related to each such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party the Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) each of the conditions set forth in Section 4.02 shall have been satisfied; (B) the representations and warranties contained in Article V and the other Loan Documents that are subject to materiality and Material Adverse Effect qualifications are true and correct in all respects and the representations and warranties contained in Article V and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects, on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause Sections 5.05(a) and (ac) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01, and (2C) no Default exists. The additional Term Loans Borrower shall deliver or cause to be made delivered any other customary documents, including, without limitation, legal opinions, as reasonably requested by the Term Lenders participating therein pursuant to Administrative Agent in connection with any increase in the procedures set forth in Section 2.02Revolving Credit Facility.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except (i) to the extent that such representations and warranties are qualified by materiality, that they are true and correct on and as of the Increase Effective Date, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, that they are true and correct in which case all material respects as of such earlier date except to the extent qualified by materiality, then that they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding applicable Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in Section 2.02the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increaseincrease and any other corporate documents deemed reasonably necessary by the Administrative Agent, and (Bii) in the case of the Company, certifying that, before and immediately after giving effect to such increase, (1A) no Default or Event of Default exists and (B) evidencing (in reasonable detail prepared in good faith and in a manner and using such methodology which is consistent with the representations and warranties most recent financial statements delivered pursuant to Section 6.01), compliance on a Pro Forma Basis (as defined below) with the financial covenant contained in Article V and the other Loan Documents are true and correct on and Section 8.01 as of the Term most recently ended fiscal quarter on a trailing four quarter basis. The Company shall also deliver opinions in form and substance reasonably satisfactory to the Administrative Agent of internal and external counsel to the Company, addressed to the Administrative Agent and the Lenders, with respect to the Borrowers, the increase and such other matters as the Administrative Agent shall reasonably request. The applicable Borrower shall prepay any Loans outstanding on and prior to giving effect to the Increase Effective Date, except Date (and pay any additional amounts required pursuant to Section 12.04) to the extent that such representations and warranties specifically refer necessary to an earlier date, keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in which case they are true and correct as of such earlier date, and except that for purposes of the Commitments under this Section 2.15, the representations and warranties contained in clause (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default exists. The additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.022.17.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.02or any addition of a new Lender.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party the Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents (i) that contain a materiality qualification, are true and correct correct, on and as of the Term Increase Effective DateDate and (ii) that do not contain a materiality qualification, 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, on and as of such earlier datethe Increase Effective Date, and except that for purposes of this Section 2.15Section, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) both before and after giving effect to the increase in the Revolving Facility, no Default exists. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any non-ratable increase in the Revolving Commitments under this Section 2.022.16.

Conditions to Effectiveness of Increase. As a condition precedent to Each Incremental Commitment shall become effective as of the applicable Increase Effective Date; provided that on or before such increaseIncrease Effective Date, the Company Anixter shall deliver have delivered to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party Party, approving or consenting to such increaseIncremental Commitment, and (Bii) in the case of the CompanyAnixter, certifying that, both before and after giving effect to such increaseIncremental Commitment, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term such Increase Effective Date, Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.17, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 5.07 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01), and (2B) no Default exists. The additional Term or Event of Default exists as of such Increase Effective Date before or after giving effect to any Incremental Commitment and the making of any Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02thereto.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increaseincrease and to the application of the proceeds therefrom, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default existsor Event of Default has occurred and is continuing. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to each such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions duly adopted by the board of directors or board of managers (or appropriate governing body) of such Loan Party approving or consenting to authorizing such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and in the other Loan Documents to which it is a party are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in clause Sections 5.05(a), (ab) of Section 5.05 and (c) shall be deemed to refer to the most recent statements furnished pursuant to clauses Sections 6.01(a), (ab) and (bc), respectively, of Section 6.01, and (2B) no Default existshas occurred and will be continuing either immediately prior to or immediately after giving effect to such increase. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any non-ratable increase in Section 2.02the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party Borrower and Guarantor dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Person (Ai) certifying and attaching the resolutions adopted by such Loan Party Person approving or consenting to such increase, increase and (Bii) in the case of the Companya Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause clauses (a) and (b) of Section 5.05 5.12 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, 6.2 and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.6) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Credit Party dated as of the Term Increase Effective Date (in sufficient copies for each LenderBank) signed by a Responsible Officer the Chief Executive Officer, the President, Executive Vice President, Chief Financial Officer, Controller, General Counsel or Treasurer of such Loan Credit Party (Ai) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V Section VI and the other Loan Credit Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.10, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.1, and (2B) no Default exists. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.12) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised percentage of the Banks’ Commitments arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowing Agent shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V V, in the case of the Borrowers, and the other Loan Documents Documents, in the case of each Loan Party party thereto, are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The At the request of the Administrative Agent, the Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party the Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.022.14.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of the Borrower and each Loan Party Significant Subsidiary, dated as of the Term Increase Effective Date (in sufficient copies for each Lender) Bank), signed by a Responsible Officer the chief financial officer or treasurer of the Borrower and each such Loan Party Significant Subsidiary, (Ai) certifying and attaching the resolutions adopted by such Loan Party entity approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V Section IV of the Agreement, and the representations and warranties in each other Loan Documents Document, are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.21, the representations and warranties contained in clause (a) of Section 5.05 4.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.015.1, and (2B) no Default or Event of Default exists. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 2.16) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Revolving Credit Commitment Percentages arising from any change in Section 2.02the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Company Borrower shall deliver to the Revolving Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party the Borrower dated as of the Term Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V IV and the other Loan Credit Documents are true and correct in all material respects on and as of the Term Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.21, the representations and warranties contained in clause clauses (a) and (b) of Section 5.05 4.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.015.2, and (2B) no Default existsexists and (ii) modification/downdate endorsements to the title insurance policies applicable to the Mortgages in form and substance reasonably satisfactory to the Revolving Administrative Agent. The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 2.18) to the procedures set forth extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Toro shall deliver to the Administrative Agent (i) and the Lenders such assurancesinformation as may be requested pursuant to Section 4.01(a)(xi), certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except (w) if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except (y) that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) Toro is in compliance with the financial covenants set forth in Sections 7.05 and 7.06, and (2C) no Default exists. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party (if applicable) approving or consenting to such increase, and (Bii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The U.S. Borrowers shall prepay any Committed Loans which are U.S. Loans, and Xxxxxx Singapore shall prepay any Committed Loans which are Singapore Loans, outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Term Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.19, the representations and warranties contained in clause clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) both before and after giving effect to the Incremental Facility, no Default exists. The additional Term Loans Borrower shall deliver or cause to be made delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the Term Lenders participating therein Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.022.19.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects), on and as of the Term Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default or Event of Default exists. The Borrower shall either prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ax) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (By) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except (i) to the extent that such representations and warranties are qualified by materiality, that they are true and correct in all respects on and as of the Increase Effective Date, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case that they are true and correct in all material respects as of such earlier date except to the extent qualified by materiality, then that they are true and correct in all respects as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The additional Term exists on such Increase Effective Date before or immediately after giving effect to such Commitment Increase and the borrowing of Incremental Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02thereunder.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.05, and (2B) no Default exists. The additional Term Borrower shall prepay any Committed Loans shall be made by outstanding on the Term Lenders participating therein pursuant Increase Effective Date to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to each such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of the Borrower and each Loan Party Subsidiary Guarantor dated as of the Term Increase Effective Date (in sufficient copies for each Term Loan B Lender) signed by a Responsible Officer of such Loan Party Person (Ai) certifying and attaching the resolutions adopted by such Loan Party Person approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V VIII and the other Loan Credit Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.5, the representations and warranties contained in clause subsections (a) of Section 5.05 8.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.019.1, and (2B) no Default exists. The additional Term Loans Borrower shall be made by prepay any Segments of the Term Lenders participating therein Loan B outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 5.11 to the procedures set forth extent necessary to keep the outstanding Segments of the Term Loan B ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in Section 2.02the Term Loan B under this Section).

Conditions to Effectiveness of Increase. As a condition An increase of the Commitments provided in this Section 2.16 shall become effective on the Increase Effective Date only upon the satisfaction of the following conditions precedent on or prior to such increase, Increase Effective Date: the Company shall deliver receipt by the Administrative Agent of (i) an agreement in form and substance reasonably satisfactory to the Administrative Agent (i) such assurancessigned by the Borrower, certificateseach Lender and each new lender, documentssetting forth its Commitments, consents or opinions as if any, increased pursuant to this Section 2.16 and setting forth the Administrative Agent may reasonably request agreement of each new lender to become a party to this Agreement and to be satisfied that such increase will not violate or cause a default under bound by all the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents terms and provisions hereof binding upon each Lender, and (ii) a certificate of each Loan Party Guarantor and the Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) Person certifying and attaching the resolutions adopted by such Loan Party Person approving or consenting to such increase, and (B) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct correct, in all material respects, on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct correct, in all material respects, as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (ab) and (c) of Section 5.05 4.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.015.06, and (2B) no Default exists. The additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for the Singapore Administrative Agent and each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Primary Loans and Committed Singapore Loans ratable with any revised Shares arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V of this Agreement, but excluding the representation and the warranty as to no Material Adverse Effect contained in Section 5.11(b) of this Agreement, or any other Loan Documents Document are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in clause subsection (a) of Section 5.05 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent 47793688_7 necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares of the Lenders arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsections (a) of Section 5.05 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseFacility Increase, the Company Borrowers shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseFacility Increase, and (Bii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increaseFacility Increase, (1A) the representations and warranties contained in Article V 5 and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause Section 5.05(a) and (ab) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default existsor Event of Default has occurred and is continuing. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section 2.022.15.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents (x) that are qualified by materiality shall be true and correct on and as of the Term Increase Effective DateDate and (y) that are not qualified by materiality shall be true and correct in all material respects on and as of the Increase Effective Date except, except in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in clause subsection (a) of Section 5.05 shall be deemed to refer to the most recent audited financial statements furnished pursuant to clauses subsection (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term applicable Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching copies of the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Company, Borrower) certifying that no Default exists and that, before and after giving effect to such increase, (1A) the representations and warranties of (1) the Parent and the Borrower contained in Article V (other than the representation and the warranty contained in Section 5.04(b)) and (2) each Loan Party contained in each other Loan Documents are Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if such representation or warranty is itself modified by materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of the Term Increase Effective Date, 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 as of such earlier date, . The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and except that for purposes of this pay any additional amounts required pursuant to Section 2.15, the representations and warranties contained in clause (a3.05) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant extent necessary to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default exists. The additional Term keep the outstanding Committed Loans shall be made by ratable with any revised Applicable Percentages arising from any nonratable increase in the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in clause subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default existshas occurred and is continuing. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Section 2.02the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct on and as of the Term Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in clause subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2B) no Default exists. The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional Term Loans shall be made by the Term Lenders participating therein amounts required pursuant to Section 3.05) to the procedures set forth extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in Section 2.02the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Company Xxxxxxxx shall deliver to the Administrative Agent Agent: (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Party, in each case in form and substance satisfactory to Administrative Agent, (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article V 5 and the other Loan Documents are true and correct on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.9, the representations and warranties contained in clause (a) of Section 5.05 5.2 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.016.1, and (2) no Default exists. The additional Term Loans exists and (3) Borrower is and on a pro forma basis will be in compliance with all Financial Covenants (which shall be made by tested as though the Term Lenders participating therein pursuant increased availability were fully drawn on such date), and (C) certifying and attaching interim financial statements satisfactory to Administrative Agent and related calculations demonstrating the procedures matters set forth in Section 2.02clause (B)(3) preceding; and (ii) such other certificates and legal opinions as may be reasonably requested by the Administrative Agent or any Revolving Credit Lender providing a portion of such increase in connection with such Revolving Facility Increase.