Common use of Conditions to Effectiveness of Increase Clause in Contracts

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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 Revolver Commitments and/or WC Commitments, as applicable, under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Parent, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; 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 (B) no Default existsexists and shall be continuing. The Borrowers Borrower 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, Xxxxxxxxx shall the Borrower shall: (A) deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V 7 and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (aSections 7.4(a) and (b) 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 (B) no Default exists. The Borrowers shall exists or would exist after giving effect to such increase; and (B) prepay any Committed Loans outstanding prior to such increase on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.055.9) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments under this SectionSection 2.14.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such the Borrower (ix) certifying and attaching the resolutions adopted by such the Borrower approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (C) no Floorplan Default exists. The Borrowers Company 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, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving 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 Revolving Loans ratable with any revised Applicable Pro Rata Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such the Borrower (i) certifying and attaching the resolutions adopted by such the Borrower approving or consenting to such increase, and (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16Section, the representations and warranties contained in subsections (aSection 3.4(a) and (b) 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 (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep the outstanding Committed Revolving 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in 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 (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Borrower shall pay any fees agreed to in connection therewith and deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving 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 Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the 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 2.162.18, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. The Borrowers Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this SectionSection 2.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible an Executive Officer of such Borrower Credit Party (iA) certifying and attaching the resolutions adopted by such Borrower Credit Party approving or consenting to such increase, and (iiB) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (Ax) 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 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 the 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 result of a violation of Section 2.16, the representations and warranties contained in subsections (a7.11(a) or Section 7.11(b) 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 (Bz) 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 Borrowers Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.12) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate of each Borrower the Borrowers dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such the Borrower Representative (i) certifying and attaching the resolutions adopted by such Borrower 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 (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) 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 Borrowers applicable Borrower 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, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (C) no Floorplan Default exists. The Borrowers Company 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (ix) certifying and attaching the resolutions adopted by such Borrower the applicable Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving Credit 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 Revolving Credit 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16Section, the representations and warranties contained in subsections (aSection 3.4(a) and (b) 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 (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep the outstanding Committed Revolving 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, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, increase and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) 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 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 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Company 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent such legal opinions as the Administrative Agent may reasonably request and a certificate of each the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (ix) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower 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 increaseFacility Increase, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increaseFacility Increase, and (ii) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increaseFacility Increase, (A) 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 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 2.162.15, the representations and warranties contained in subsections (aSection 5.05(a) and (b) 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 (B) no Default existsor Event of Default has occurred and is continuing. 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 non-ratable increase in the Commitments under this SectionSection 2.15.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each LenderBank) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VII and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.7, the representations and warranties contained in subsections (a) and (b) of Section 5.05 7.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.018.1, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.056.4 together with all accrued interest, fees and other amounts owing hereunder with respect to such prepaid amount) 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 any such increase, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party, dated as of the Increase Effective Date (in sufficient copies for each Lender) and signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that that, for purposes of this Section 2.162.15, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsexists and (C) for the period of the 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 7.11, 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (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 (BC) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Company shall deliver to the Administrative Agent (for distribution to the Lenders) a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increaseincrease (or, if applicable, as of the LCA Test Date), (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers shall be deemed to prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) and reborrow Committed Loans in the equivalent amount 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increaseincrease and any other corporate documents deemed reasonably necessary by the Administrative Agent, and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and immediately after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as no Default or Event 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, Default exists and (B) no Default existsevidencing (in reasonable detail 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), compliance on a Pro Forma Basis (as defined below) with the financial covenant contained in Section 8.01 as of the most recently ended fiscal quarter on a trailing four quarter basis. The Borrowers 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 Committed Loans outstanding on and prior to giving effect to the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.0512.04) 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 SectionSection 2.17.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx (i) the Borrower shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such the Borrower (ix) certifying and attaching the resolutions adopted by such the Borrower approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving 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 Revolving Loans ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Aggregate Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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. 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) 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 Borrowers additional Term Loans shall prepay any Committed Loans outstanding on be made by the Increase Effective Date (and pay any additional amounts required Term Lenders participating therein pursuant to the procedures set forth in 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 Section2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx Cxxxxxxxx shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (ii) in the case of XxxxxxxxxCxxxxxxxx, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) 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 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 2.16, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default exists. 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent (1) a certificate of each Borrower Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) 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 Borrowers additional Term Loans shall prepay any Committed Loans outstanding on be made by the Increase Effective Date (and pay any additional amounts required Term Lenders participating therein pursuant to the procedures set forth in 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 Section2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolver 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the 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 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b), (c) and (bd), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such the Borrower (i) certifying and attaching the resolutions adopted by such the Borrower approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default existsexists or would occur as a result of such increase; provided that this Section 2.14(e) shall be satisfied so long as any underlying fact, matter, event or set of circumstances, individually or in the aggregate, about which any representation or warranty is false, inaccurate, misleading or incomplete as of the Increase Effective Date could not reasonably be expected to result in a Material Adverse Effect. The Borrowers Borrower 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, Xxxxxxxxx the Co-Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Co-Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Co-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 SectionSection 2.14.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, Xxxxxxxxx the Company shall (i) deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (iA) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiB) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (Ax) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (By) no Default existsexists and (z) the Company is in compliance with the financial covenants set forth in Section 7.11 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists. The Borrowers Borrower 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 Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection or any addition of a new Lender.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers shall prepay any Committed Revolving Credit 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 applicable Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of executed by each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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, Xxxxxxxxx (i) the Company shall deliver to the Administrative Agent a certificate of each Borrower the Company dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower the Company (ix) certifying and attaching the resolutions adopted by such Borrower the Company approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in 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 (B) no Default exists. The Borrowers Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section toSection 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers In addition, the Borrower shall (i) 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 SectionSection 2.16 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 increase, Xxxxxxxxx the BorrowersBorrower Agent shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13,2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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 Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (ii) in the case of XxxxxxxxxBorrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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 Revolver Commitments and/or WC Commitments, as applicable, under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseFacility Increase, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower the Company (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increaseFacility Increase, and (ii) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increaseFacility Increase, (A) 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 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 2.162.15, the representations and warranties contained in subsections (aSection 5.05(a) and (b) 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 (B) no Default existsor Event of Default has occurred and is continuing. 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 non-ratable increase in the Commitments under this SectionSection 2.15.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx (i) the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) 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 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, Xxxxxxxxx the Borrower shall (i) deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (iA) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiB) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (Ax) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the 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 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (y) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11, and (Bz) no Default exists, and (ii) pay all upfront fees, as mutually agreed, for the account of the Lenders participating in such increase. The Borrowers Borrower shall prepay any Committed Loans outstanding on the Revolving Credit 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, Xxxxxxxxx (i) the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) 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 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 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsexists and shall be continuing. The Borrowers Borrower 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, Xxxxxxxxx the Borrower Agent shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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 Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx (i) the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default then exists. The Borrowers Borrower 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 SectionSection 2.13.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists. The Borrowers Borrower 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. Administrative Agent shall adjust the Applicable Percentages accordingly.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such the Borrower (i) certifying and attaching the resolutions adopted by such the Borrower approving or consenting to such increase, and (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in subsections (aSections 5.05(a) and (bc) 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 (BC) no Default exists. The Borrowers Borrower shall prepay deliver or cause to be delivered any Committed Loans outstanding on other customary documents, including, without limitation, legal opinions, as reasonably requested by 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 Administrative Agent in connection with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionRevolving Credit Facility.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease and any Incremental Supplement, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after upon giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, ) of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving Credit 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 Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease under this Section 2.15, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Accordion Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increaseincrease under this Section 2.15, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Accordion 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 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrowers Borrower shall prepay any Committed Loans outstanding on the Accordion 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in subsections subsection (a) and (b) 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 (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx (i) the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default then exists. The Borrowers Borrower shall prepay any Committed Revolving 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 Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this SectionSection 2.13.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsexists or would result therefrom. The Borrowers Borrower shall prepay any Committed Revolving 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 Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx Toro shall deliver to the Administrative Agent and the Lenders such information as may be requested pursuant to Section 4.01(a)(xi), and a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) Toro is in compliance with the financial covenants set forth in Sections 7.05 and 7.06, and (BC) no Default exists. 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and each Borrower Significant Subsidiary, dated as of the 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 Borrower Significant Subsidiary, (i) certifying and attaching the resolutions adopted by such Borrower entity approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.21, the representations and warranties contained in subsections (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 6.015.1, and (B) no Default or Event of Default exists. The Borrowers Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Revolving Credit Commitment Percentages arising from any nonratable increase change in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the applicable Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) Loan Party certifying and attaching copies of the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxx, the Borrower) certifying that no Default exists and that, before and after giving effect to such increase, (A) 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 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, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the 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 2.162.18, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. The Borrowers Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages Percentage arising from any nonratable increase in the Revolving Commitments under this SectionSection 2.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent such information as may be requested pursuant to Section 4.01(a)(viii), and a certificate of each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such the Borrower approving or consenting to such increase, and (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) after giving effect to such increase in Commitments or Loans made available by such increase, the Borrower and its Consolidated Subsidiaries shall be in compliance with Section 7.17 on a Pro Forma Basis and (BC) no Default exists. The Borrowers If the increase is to the Facility, the Borrower shall prepay any Committed Revolving Credit 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 Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Commitments under this SectionSection 2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct on and as of the 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 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (ix) certifying and attaching the resolutions adopted by such Borrower the applicable Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving Credit 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 Revolving Credit 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 any such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.1, and (B) no Default or Event of Default exists. The Borrowers Borrower shall prepay any Committed Acquisition Loans or WC Revolver Loans, as the case may be, outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the applicable Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx (i) the Borrower shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (ii) in the case of XxxxxxxxxBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent 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 2.162.14, the representations and warranties contained in subsections (a5.05(a) and (b5.05(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (asubsections 6.01(a) and (b6.01(b), respectively, of Section 6.01, and (B) no Default existshas occurred and is continuing and (C) after giving effect to such increase in Commitments pursuant to this Section 2.14, the Aggregate Commitments shall not exceed $75,000,000. The Borrowers Borrower 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, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of with respect to each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower the Company (i) certifying and attaching the resolutions adopted by such Borrower each Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except provided, however, that for purposes of this Section 2.16these purposes, the representations reference to Closing Date in the representation and warranties contained warranty in subsections (aSection 5.06(b) and (b) of Section 5.05 shall be deemed to refer be a reference to the Increase Effective Date, (B) since the date of the most recent financial statements furnished delivered pursuant to clauses (a) and (bSection 6.01(a), respectivelyno event, of Section 6.01circumstance or development shall have occurred that constituted or could reasonably be expected to constitute or have a Material Adverse Effect, and (BC) no Default or Event of Default exists. The Borrowers Company 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 Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx (x) after giving effect to such increase, Revolver Commitments shall not exceed the ABL Cap Amount (as such term is defined in the Intercreditor Agreement) and (y) the Borrower Agent shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Revolver Commitments Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Senior Officer of such the Borrower Agent (i) certifying and attaching the resolutions (or, if applicable, consent or ratification) adopted by such Borrower each Credit Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Section 9 and the other Loan Documents are true and correct on and as of the Revolver Commitments 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 2.162.1.7, the representations and warranties contained in subsections (a) and (b) of Section 5.05 9.1.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.0110.1.2, and (B) no Default or Event of Default exists. The Borrowers shall prepay any Committed Revolver Loans outstanding on the Revolver Commitments Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.9) to the extent necessary to keep the outstanding Committed Revolver Loans ratable with any revised Applicable Percentages Pro Rata shares arising from any nonratable increase in the Revolver Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increaseincrease and to the application of the proceeds therefrom, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsor Event of Default has occurred and is continuing. The Borrowers Borrower 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, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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 WC Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Credit Party dated as of the 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 Borrower Credit Party (i) certifying and attaching the resolutions adopted by such Borrower Credit Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.10, the representations and warranties contained in 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 (B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.12) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages percentage of the Banks’ Commitments arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsor Event of Default exists and is continuing. The Borrowers Borrower 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increaseincrease and any other corporate documents deemed reasonably necessary by the Administrative Agent, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and immediately after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrowers Borrower 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, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such the Borrower (i) certifying and attaching the resolutions adopted by such the Borrower approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.162.14, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default existsexists or would occur as a result of such increase; provided that this Section 2.14(e) shall be satisfied so long as any underlying fact, matter, event or set of circumstances, individually or in the aggregate, about which any representation or warranty is false, inaccurate, misleading or incomplete as of the Increase Effective Date could not reasonably be expected to result in a Material Adverse Effect. The Borrowers Borrower 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 non-ratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrowers Borrower shall either prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving 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, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Floorplan Increase Effective Date (in sufficient copies for each Floorplan Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) 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 Floorplan 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 2.162.23, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Company shall prepay any Committed Floorplan Facility Loans outstanding on the Floorplan Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Floorplan Facility Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Floorplan Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, increase and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) 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 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, date and except that for the purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, 6.01 and (B) no Default exists. Furthermore, 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 has had or would reasonably be expected to have a Material Adverse Effect. The Borrowers Company 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 any such increase, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party, dated as of the Increase Effective Date (in sufficient copies for each Lender) and signed by a Responsible Officer of such Borrower Loan Party, (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties of the Loan Parties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, 2.14 the representations and warranties contained in subsections (aSections 5.05(a) and 5.05(b) (bexcept with respect to the representation and warranty set forth in Section 5.05(a)(iv)) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (aSection 6.01(a) and (bor 6.01(b), respectively, of Section 6.01, and (B) no Default existsexists on the Increase Effective Date and (C) the Consolidated Leverage Ratio, determined as of the last day of the most recent fiscal quarter of the Company for which the Administrative Agent shall have received financial statements referred to in Section 5.05(a) or delivered pursuant to Section 6.01(a) or 6.01(b), does not exceed 3.00 to 1.00. The Revolving Borrowers shall prepay any Committed Revolving 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 Primary Revolving Loans and Committed Singapore Revolving Loans ratable with any revised Applicable Percentages Shares arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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 Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to each such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and each Borrower Subsidiary Guarantor dated as of the Increase Effective Date (in sufficient copies for each Term Loan B Lender) signed by a Responsible Officer of such Borrower Person (i) certifying and attaching the resolutions adopted by such Borrower Person approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VIII and the other Loan Credit Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.5, the representations and warranties contained in subsections (a) and (b) 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 (B) no Default exists. The Borrowers Borrower shall prepay any Committed Loans Segments of the Term Loan B outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) 5.11 to the extent necessary to keep the outstanding Committed Loans Segments of the Term Loan B ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments Term Loan B under this Section).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx (i) the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer the secretary or an assistant secretary of such Borrower Loan Party (iA) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, increase and (iiB) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A1) the representations and warranties contained in Article V Section 9 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent 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 that, for purposes of this Section 2.162.6, the representations and warranties contained in subsections (a) and (b) of Section 5.05 9.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, ) of Section 6.0110.1, and (B2) no Unmatured Event of Default existsor Event of Default exists and (ii) all fees and expenses (including any upfront and arrangement fees) with respect to such increase shall have been paid. The Borrowers Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.058.4) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section.. 32 Patriot National Credit Agreement

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving 77 effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the 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 2.162.18, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. The Borrowers Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section.Section 2.18. (f)

Conditions to Effectiveness of Increase. As a condition precedent to such increaseFacility Increase, Xxxxxxxxx the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increaseFacility Increase, and (ii) in the case of Xxxxxxxxxthe Borrowers, certifying that, before and after giving effect to such increaseFacility Increase, (A) 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 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 2.162.15, the representations and warranties contained in subsections (aSection 5.05(a) and (b) 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 (B) no Default existsor Event of Default has occurred and is continuing. 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 non-ratable increase in the Commitments under this SectionSection 2.15.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (ix) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (iiy) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) 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 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 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower 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.. Table of Contents

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of the following, each Borrower dated as of the Increase Effective Date Date: (in sufficient copies for i) a certificate signed by the Secretary or an Assistant Secretary of each LenderLoan Party (or of its general partner) certifying and attaching the resolutions or other action authorizing such increase, (ii) a certificate of the Borrower signed by a Responsible Officer of such the Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (AI) the representations and warranties of the Loan Parties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (BII) no Default exists, and (III) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (iii) an opinion of counsel as to the due partnership authorization of the increase, substantially in the form delivered on the Closing Date. The Borrowers Borrower 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 Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increaseincrease and any other corporate documents deemed reasonably necessary by the Administrative Agent, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and immediately after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrowers Borrower 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 each such increaseincrease in Commitments, Xxxxxxxxx Company shall deliver to the Administrative Agent a certificate an Officer’s Certificate of each Borrower Company dated as of the applicable Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower Company approving or consenting to such increaseincrease in Commitments, and (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, increase in Commitments: (Ai) the representations and warranties contained herein and in Article V and the other Loan Documents are true true, correct and correct complete in all material respects on and as of the applicable Increase Effective DateDate to the same extent as though made on and as of that date, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties are true true, correct and correct complete in all material respects on and as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections date and (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 (Bii) no event has occurred and is continuing that would constitute an Event of Default existsor a Potential Event of Default. The Borrowers Company shall either (1) prepay any Committed Loans outstanding on the applicable Increase Effective Date or (2) submit a Notice of Borrowing requesting Loans as of the applicable Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) which Loans shall be funded solely by the Lenders that have increased their respective Commitments as of such Increase Effective Date), in each case solely to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Aggregate Pro Rata Shares arising from any nonratable increase in the Commitments under this Sectionsubsection 2.7. This Section 2.7 shall supersede any provisions in subsection 13.6 to the contrary.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Lender or Term Loan Lender, as applicable) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving 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 Revolving Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Company shall deliver to the Administrative Agent a certificate of each Borrower Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Borrower Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxxxxthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct on and as of the 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 2.162.20, the representations and warranties contained in subsections clause (a) and (b) of Section 5.05 6.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, and (B) no Default or Event of Default exists. The Borrowers shall prepay any Committed Revolving Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.054.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section. Schedule 2.01 shall be deemed revised to include any increase in the Revolving Commitments under this Section and to include thereon any Person that becomes a Revolving Lender pursuant to this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such the Borrower (iA) certifying and attaching the resolutions adopted by such the Borrower approving or consenting to such increase, and (iiB) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (AI) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (BII) no Default exists, and (ii) an opinion of counsel as to the due corporate authorization of the increase, substantially in the form delivered on the Closing Date. The Borrowers Borrower 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 Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Xxxxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of each the Borrower dated as of the Increase Effective Date (in sufficient copies for each Tranche 2 Lender) signed by a Responsible Officer of such the Borrower (i) certifying and attaching the resolutions adopted by such the Borrower approving or consenting to such increase, and (ii) in the case of Xxxxxxxxx, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as 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 as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers Borrower shall prepay any Committed Tranche 2 Revolving 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 Tranche 2 Revolving Loans ratable with any revised Applicable Tranche 2 Participation Percentages arising from any nonratable increase in the Tranche 2 Commitments under this Section.