Common use of Conditions to Effectiveness of Increase Clause in Contracts

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, each dated as of the Increase Effective Date: (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (I) 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 (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), (II) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 1.17, the representations and warranties contained in subsections (a)(i) and (a)(ii) of Section 6.5 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.1, and (IIB) no Default exists, or Event of Default has occurred and (III) there has been no event is continuing or circumstance since would result therefrom. On the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders Lender (including any new Lender) participating in such Commitment increase shall purchase and assume from each existing Lender having a Commitment prior to Loans outstanding on such Increase Effective Date Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s ratable portion of the Total Revolving Commitments (after giving effect to such LendersCommitment increase), in the “Pre-Increase Lenders”) shall assign or transfer aggregate Loans then outstanding, so as to any Lender which is acquiring a new Commitment ensure that, on the Increase Effective Date (the “Post-Increase Lenders”)after giving effect to such Commitment increase, and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in Lender is owed only its ratable portion of the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower each Borrower, certifying that, immediately before and after giving effect to such increasethe Incremental Facility, (IA) the representations and warranties contained in Article V and the other Loan Documents are are, (x) with respect to representations and warranties that contain a materiality qualification, true and correct in all respects, and (y) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects respects, in each case, on and as of the Revolving Increase Effective Date, except to the extent that Date (or if such representations and warranties specifically refer expressly relate to an earlier date, in which case they are true and correct as of such earlier date date), and except that, for purposes of this Section 2.15, the representations and warranties contained in subsections (except that such materiality qualifier a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, and (IIIC) there has been no event or circumstance since the date of the Closing Date that has had or could all financial covenants would be reasonably expected to have, either individually or in the aggregate, satisfied on a Material Adverse Effect. To the extent the Aggregate Commitments are being increased Pro Forma Basis on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order thatmost recent determination period, after giving effect to any such Incremental Facility (and assuming such Incremental Facility were fully drawn), (D) the maturity date of the Loans in respect of any portion of such Incremental Facility shall be no earlier than the Maturity Date of the Facility, (E) the average life to maturity of the Loans in respect of such Incremental Facility shall be no shorter than the remaining average life to maturity of the Facility, and (F) all such assignments or transfers fees and purchases, such Loans and participation interests expenses owing in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to respect of such increase to the Administrative Agent and the Lenders shall have been paid. The Borrowers shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in Commitments connection with any Incremental Facility. The Borrowers shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and after giving effect pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any Loans made on revised Applicable Revolving Percentages arising from any nonratable increase in the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V §7 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 (date, and except that such materiality qualifier for purposes of this §2.11, the representations and warranties contained in §7.4.2 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materiality)most recent statements furnished to the Lenders, (IIB) no Default exists, or Event of Default exists and (IIIC) there has been no event or circumstance since the date sum of the Closing Date that has had or could be reasonably expected outstanding amount of the Revolving Credit Loans (after giving effect to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased all amounts requested on the relevant Increase increase Effective Date, then each ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans does not exceed the Lenders having a lesser of (i) the Total Commitment prior to at such Increase Effective Date time and (ii) the Borrowing Base at such Lenders, the “Pre-Increase Lenders”) time. The Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to §5.9) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Commitment Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, immediately before and after giving effect to such increasethe Incremental Facility, (IA) the representations and warranties contained in Article V and the other Loan Documents are are, (x) with respect to representations and warranties that contain a materiality qualification, true and correct in all respects, and (y) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects respects, in each case, on and as of the Revolving Increase Effective Date, except to the extent that Date (or if such representations and warranties specifically refer expressly relate to an earlier date, in which case they are true and correct as of such earlier date date), and except that, for purposes of this Section 2.15, the representations and warranties contained in subsections (except that such materiality qualifier a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, and (IIIC) there has been no event or circumstance since the date of the Closing Date that has had or could all financial covenants in Section 7.11 would be reasonably expected to have, either individually or in the aggregate, satisfied on a Material Adverse Effect. To the extent the Aggregate Commitments are being increased Pro Forma Basis on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order thatmost recent determination period, after giving effect to any such Incremental Facility (and assuming such Incremental Facility were fully drawn), (D) the maturity date of the Loans in respect of any portion of such Incremental Facility shall be no earlier than the Maturity Date of the Facility, (E) the average life to maturity of the Loans in respect of such Incremental Facility shall be no shorter than the remaining average life to maturity of the Facility, and (F) all such assignments or transfers fees and purchases, such Loans and participation interests expenses owing in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to respect of such increase to the Administrative Agent and the Lenders shall have been paid. The 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 Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance connection with Section 10.06.any

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall pay any fees agreed to in connection therewith and deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, in all material respects 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, exists and (IIIC) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregateevent of a New Term Loan, after giving effect to such New Term Loan, (x) the Total Outstandings do not exceed the Borrowing Base minus Permitted Unsecured Debt and (y) the Borrower is in compliance, on a Material Adverse Effectpro forma basis, with the financial covenants in Section 7.11. To In the extent event of an increase in the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such LendersRevolving Commitments, the “Pre-Increase Lenders”) Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”)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. In the event of any New Term Loan, the Borrower and the Lenders providing such New Term Loan shall enter into an amendment to this Agreement as is necessary to evidence such New Term Loan and all issues related thereto, including but not limited to, pricing and maturity of such New Term Loan, and all Lenders not providing such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect New Term Loan hereby consent to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06limited scope amendment without future consent rights.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the followingsuch information as may be requested pursuant to Section 4.01(a)(viii), each and a certificate dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary of the Borrower a Responsible Officer (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (iiy) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, exists and (IIIii) there has been no event or circumstance since (x) upon the date reasonable request of any Lender made at least ten days prior to the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each of the Lenders having a Commitment case at least five days prior to such the Increase Effective Date and (such Lendersy) at least five days prior to the Increase Effective Date, if the Borrower qualifies as a “Pre-Increase Lenders”) legal entity customer” under the Beneficial Ownership Regulation it shall assign or transfer have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to it. The Borrower shall prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of Company and the Borrower Borrowers, certifying that, before and after giving effect to such increase, (IA) the representations and warranties of the Company and the Borrowers contained in Article V and the representations and warranties of each Loan Party contained in each other Loan Documents Document 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 (date, and except that such materiality qualifier for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant On each Increase Effective Date, then (i) each of relevant Lender that is increasing its Commitment shall make available to the Lenders having a Commitment prior to Administrative Agent such Increase Effective Date (such Lenders, amounts in immediately available funds as the “Pre-Increase Lenders”) Administrative Agent shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but notdetermine, for the avoidance benefit of doubtthe other relevant Lenders, the related Commitments) outstanding on such Increase Effective Date as shall be necessary being required in order thatto cause, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments and the application of such amounts to make payments to such other relevant Lenders, the outstanding Committed Loans (and after giving effect risk participations in outstanding Swing Line Loans, New Vehicle Swing Line Loans and L/C Obligations) to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made held ratably by all Lenders in accordance with Section 10.06their respective revised Applicable Percentages, and (ii) the Revolving Borrower shall be deemed to have prepaid and reborrowed the outstanding Committed Loans as of such Increase Effective Date to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Term Loan Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Loan 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 (date, and except that such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the The additional Term Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary made by the Term Loan Lenders participating therein pursuant to the procedures set forth in order that, after giving effect Section 2.02 and on terms and conditions reasonably satisfactory to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line the Administrative Agent. The Applicable Rate for any additional Term Loans will be held determined by Pre-Increase the Borrower and the Term Loan Lenders (including any new Term Loan Lenders) at the time such additional Term Loan is made; provided that if such Applicable Rate would exceed the Applicable Rate for the Term Loan Facility or the Revolving Credit Facility, the Applicable Rate for the Term Loan Facility and Post-Increase Lenders ratably in accordance with their Commitments after giving effect the Revolving Credit Facility (including any prior increases to such increase in Commitments (and after giving effect the Revolving Credit Facility or Term Loan Facility) shall be automatically increased to any Loans made equal the Applicable Rate on the relevant Increase Effective Date). Such assignments new Term Loans or transfers and purchases shall be made in accordance with Section 10.06new Revolving Credit Loans.

Conditions to Effectiveness of Increase. Any amendment hereto for such Incremental Facility shall be in form and substance reasonably satisfactory to the Administrative Agent (and shall include a revised Schedule 2.01) and, notwithstanding anything to the contrary, shall only require the written signatures of the Administrative Agent, the Borrower, each Lender increasing its Commitment, if applicable, and each New Lender, if applicable. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects correct, on and as of the Increase Effective Date, and except that for purposes of this Section, 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) both before and after giving effect to the Incremental Facility, (x) no Default exists and (y) the Borrower is in compliance with the financial covenants set forth in Section 7.11 hereof on a pro forma basis (which shall include the Incremental Amount in the calculations thereof as if fully drawn) for the most recently ended period for which financial statements are required to have been provided under Section 6.01. The 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 Loans outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section (it being understood and agreed that such representations the minimum borrowing, pro rata borrowing, and warranties specifically refer to an earlier date, pro rata payment requirements contained elsewhere in which case they are true and correct as of such earlier date (except that such materiality qualifier this Agreement shall not apply to the extent that any such representation or warranty is qualified by materialitytransactions effected pursuant to the immediately preceding sentence), (II) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (A) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiB) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (Iy) 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 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 (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 subsections (a) and (b), respectively, of Section 6.01 and (z) no Default or Event of Default shall have occurred or be continuing or would result therefrom, (ii) commitments from applicable Lenders or Eligible Assignees shall have been received in an amount no less than the amount of such materiality qualifier requested increase and (iii) the Borrower shall not apply pay all reasonable and documented out of pocket expenses (including the reasonable and documented fees and costs of counsel to the Administrative Agent and Arranger) incurred in connection with this Section 2.16. So long as the Borrower shall have complied with all other conditions contained in this Section 2.16, the Lenders hereby consent, without the need for further or subsequent consent but subject to Section 2.16(b), to an amendment to this agreement to the extent that necessary to evidence and document an increase in the Revolving Credit Facility so long as any terms applicable to any such representation or warranty is qualified by materiality), (II) no Default exists, and (III) there has been no event or circumstance since increase are on the date same terms as the existing Revolving Credit Facility. Any such amendment shall only require the consent of the Closing Date that has had or could be reasonably expected to have, either individually or in Loan Parties and the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of Administrative Agent and the Lenders having a Commitment prior or lenders participating in such increase. Each Loan Party shall acknowledge and agree that the Obligations of such Loan Party extend to such Increase Effective Date (such Lenders, and include the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (increase. The Administrative Agent shall have received such other assurances, certificates, documents or opinions as the Administrative Agent reasonably may require, including such assurances, certificates, documents or opinions as may be required to evidence such increase, the validity and enforceability of the Obligations and the validity, perfection and first priority Lien securing the Obligations after giving effect to such increase. The Borrower shall prepay any Revolving Credit Loans made outstanding on the relevant Revolving Credit Increase Effective Date). Such assignments or transfers Date (and purchases shall be made pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in accordance with the Revolving Credit Commitments under this Section 10.062.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in a sufficient number to provide an original for each Lender) signed by a Senior Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Company, certifying that, before and after giving effect to such increase, (IA) 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 true and correct as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.1.2, the representations and warranties contained in Section 9.4 shall not apply be deemed to refer to the extent that any such representation most recent financial statements furnished pursuant to Section 10.1.1 or warranty is qualified by materiality)10.1.2, and (IIB) no Default exists, . The Company shall execute and (III) there has been no event or circumstance since deliver to the date Lenders as of the Closing Increase Effective Date that has had or could be reasonably expected to have, either individually or new Notes in the aggregateamount of the increased Revolving Commitment with the Pro Rata Share for each Lender being fixed in accordance with the final allocation as determined above. Contemporaneously therewith, a Material Adverse Effectthe Lender shall cancel and return to the Company the Notes which were previously delivered to them. To Simultaneously with the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Company shall be deemed to have borrowed under the new Notes a sum equal to the amount needed to pay off the old/prior notes (including any such due under Section 8.4 so as to reallocate the Revolving Outstandings prior to the increase, pro rata among the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments each Lender’s Revolving Commitment after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects 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 (date, and except that such materiality qualifier for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), (II) no Default existsrespectively, of Section 6.01, and (IIIB) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (both before and after giving effect to the Incremental Facility, no Default exists. The 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 Revolving Loans made outstanding on the relevant Revolving Increase Effective DateDate (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Agent, the Borrower, each New Revolving Lender and each Increasing Revolving Lender, as applicable, may (but are under no obligation) agree to make arrangements to stage the timing of any such increase to the then existing Revolving Commitment, or to cause an New Revolving Lender or an Increasing Revolving Lender to temporarily hold risk participations in the outstanding Revolving Loans of the other Lenders (rather than fund its percentage of all outstanding Revolving Loans concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Revolving Commitment. Such assignments The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Revolving Commitment, any Revolving Loans are prepaid or transfers and purchases converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be made in accordance with subject to the provisions of Section 10.063.05.

Conditions to Effectiveness of Increase. As a condition precedent to each such increaseincrease in the Aggregate Revolving Commitments and/or Existing Term Loan, or such funding of an Additional Term Loan, the Borrower shall deliver to the Administrative Agent the following, (x) a certificate of each Credit Party dated as of the Increase Effective Date: Date signed by an Authorized Officer of such Credit Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Credit Party approving or consenting to such increaseincrease or funding, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increaseincrease or funding, (IA) 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 DateDate (with any representations and warranties which are subject to a materiality qualifier being true and correct in all respects in accordance with the terms thereof), 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 in all respects, as applicable) as of such earlier date (date, and except that such materiality qualifier shall not apply to for purposes of this Section 2.19, the extent that any such representation or warranty is qualified by materialityrepresentations and warranties contained in subsections (a), (IIb) and (c) of Section 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (d), respectively, of Section 7.1, and (B) no Default exists, and (III) there has been no event or circumstance since the date Event of Default exists as of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then and (y) such new or additional Notes payable to each of the Lenders having a Commitment prior as are required to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) be delivered pursuant to Section 2.5(b). The Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.1(c)) to the “Postextent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitment Percentages arising from any non-Increase Lenders”)ratable increase in the Aggregate Revolving Commitments under this Section, and each Credit Party shall execute and deliver such Post-Increase Lenders shall purchase from each such Pre-Increase Lenderdocuments or instruments (including, at without limitation, a New Term Loan Amendment) as the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect Administrative Agent may require to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to evidence such increase in Revolving Commitments (and/or Existing Term Loan and/or Additional Term Loan and after giving effect to any Loans made on ratify each such Credit Party’s continuing obligations hereunder and under the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06other Credit Documents.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the (i) Borrower shall deliver to the Administrative Agent the following, each a certificate dated as of the Increase Effective Date: (i) a certificate Closing Date signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (iiB) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (I) the representations and warranties of the Loan Parties contained in Article V and this Agreement or in the other Loan Documents are shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Increase Effective Date, Closing Date (except to the extent that such representations and warranties specifically refer relate solely to an earlier date, in which case they are true and correct as of such earlier date (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), and (II) no Default exists, or Event of Default shall have occurred and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment continuing on the Increase Effective Date Closing Date, nor shall either result from the making thereof and (ii) the “Post-Increase Lenders”), Guarantors shall deliver to Agent a reaffirmation of their obligations under the Guaranty in form and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the substance satisfactory to Agent. The outstanding Revolver Loans and participation interests in L/C Obligations other Advances and Pro Rata Shares of Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans Letters of Credit will be held reallocated by Pre-Agent on the applicable Increase Closing Date among Lenders and Post-Increase (including the new Lenders ratably providing a portion of such increase) in accordance with their Commitments after giving revised Pro Rata Shares and Lenders (including such new Lenders) agree (1) to make all payments and adjustments necessary to effect such reallocation and Borrower shall pay any and all costs required pursuant to Section 2.12 in connection with such reallocation as if such reallocation were a repayment and (2) without any further action or consent on the part of any Lender, Agent and Borrower may amend this Agreement and any other Loan Documents to effect any changes to the Loan Documents as may be necessary to reflect such increase in Commitments (and after giving effect to the reallocation of the Pro Rata Shares of the Lenders, that do not otherwise adversely affect the rights of any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06Lenders.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower each Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V §7 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 (date, and except that such materiality qualifier for purposes of this §2.11, the representations and warranties contained in §7.4.2 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materiality)most recent statements furnished to the Lenders, (IIB) no Default or Event of Default exists, and (IIIC) there has been no event or circumstance since the date sum of the Closing Date that has had or could be reasonably expected outstanding amount of the Revolving Credit Loans (after giving effect to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased all amounts requested on the relevant Increase Effective Date, then each ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans does not exceed the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time and (D) the sum of the Lenders having a outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI do not exceed the lesser of (A) the Total Commitment prior to at such Increase Effective Date time and (B) the Domestic Borrowing Base at such Lenders, the “Pre-Increase Lenders”) time. The applicable Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to §5.9) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Commitment Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such each increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the applicable Increase Effective Date: (i) a certificate , signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party, (y) certifying and attaching the resolutions adopted by the Borrower approving such Loan Party authorizing or consenting to such increase, as the case may be, and (iiz) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, immediately before and after giving effect to such increase, (IA) the representations and warranties of the Loan Parties contained in Article V of this Agreement and the other Loan Documents are true and correct in all material respects on and as of the such applicable 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 such materiality qualifier for purposes of this Section 2.16, the representations and warranties contained in Section 5.05(a) and (b) shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default or Event of Default exists, and (IIIii) there has been no event or circumstance since each Proposed Lender that is becoming a Lender shall (y) be subject to the date reasonable approval of the Closing Date that has had Administrative Agent , the L/C Issuer and the Swing Line Lender, which approvals shall not be unreasonably withheld, delayed or could be conditioned, and (z) execute and deliver a joinder agreement in form and substance reasonably expected satisfactory to havethe Administrative Agent, either individually or in the aggregateL/C Issuer, a Material Adverse Effectthe Swing Line Lender and the Borrower. To the extent the Aggregate Commitments are being increased The Borrower shall prepay any Committed Loans outstanding on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such applicable Increase Effective Date (such Lenders, and pay any additional amounts required pursuant to Section 3.05) to the “Preextent necessary to keep the outstanding Committed Loans ratable with the Applicable Percentages resulting from any non-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest ratable increase in the Loans amount of the Aggregate Commitments under this Section 2.16 and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, effect after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06thereto.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Agent shall deliver to the Administrative Agent the following, a certificate of each Borrower dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the such Borrower approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Agent, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V VI and the other Loan Documents (or, solely as of the commitment date (but not as of the funding date) with respect to an increase in connection with a Limited Condition Transaction, each customary "SunGard" representation and warranty), or which are contained in any document furnished at any time under or in connection herewith or therewith, 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 such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (IIB) no Default existsexists (provided that, and (III) there has been no event or circumstance since in the case of any Limited Condition Transaction, such condition shall be limited to any Specified Events of Default as of the date of the Closing Date that has had or could commitment to such increase, but shall not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each so limited as of the Lenders having a Commitment prior to funding date of such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment increase). The Revolving Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the “Post-Increase applicable Lenders”, and the Borrowers shall pay any additional amounts required pursuant to Section 4.05 resulting therefrom, to the extent necessary to keep the outstanding applicable Revolving Loans ratable among the applicable Lenders with any revised Pro Rata Shares, as applicable, arising from any nonratable increase in the applicable Revolving Loans under this Section 2.15. In addition to and not in limitation of the foregoing, as a condition precedent to any increase pursuant to Section 2.15(a), and such Post-Increase Lenders the Borrower Agent shall purchase from each such Pre-Increase Lender, at pay to the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but notAdministrative Agent, for the avoidance account of doubtthe Administrative Agent and/or the Revolving Lenders (or Additional Commitment Lenders) providing the applicable increase, the related Commitments) outstanding on such Increase Effective Date closing fees as shall be necessary in order that, after giving effect to all such assignments or transfers mutually determined by the Administrative Agent and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments the Borrower Agent. (and after giving effect to any Loans made on the relevant Increase Effective Datef). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) 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 in all material respects (except to the extent that such representation and warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply 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 Borrower shall prepay any 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 that necessary to keep the outstanding Revolving Credit Loans ratable with any such representation or warranty is qualified by materiality), (II) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or revised Applicable Revolving Credit Percentages arising from any nonratable increase in the aggregate, a Material Adverse EffectRevolving Credit Commitments under this Section. To the extent the Aggregate Commitments are being increased on the relevant On any Revolving Credit Increase Effective Date, each Revolving Credit Lender that increased its Revolving Credit Commitment pursuant to this Section 2.14 and each Eligible Assignee that became a Revolving Credit Lender in connection with this Section 2.14 (i) will be deemed to have purchased a participation in each then outstanding Eurocurrency Rate Loan that remains unpaid and Letter of Credit equal to its Applicable Percentage of such Revolving Credit Loan or Letter of Credit and the participation of each other Revolving Credit Lender in such Letter of Credit shall be adjusted accordingly and (ii) will acquire (and will pay to the Administrative Agent, for the account of each Revolving Credit Lender, in immediately available funds, an amount equal to) its Applicable Percentage of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in Outstanding Amount of all L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06Obligations.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant On each Increase Effective Date, then (i) each of relevant Lender that is increasing its Commitment shall make available to the Lenders having a Commitment prior to Administrative Agent such Increase Effective Date (amounts in immediately available funds as such Lenders, the “Pre-Increase Lenders”) Administrative Agent shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but notdetermine, for the avoidance benefit of doubtthe other relevant Lenders, the related Commitments) outstanding on such Increase Effective Date as shall be necessary being required in order thatto cause, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments and the application of such amounts to make payments to such other relevant Lenders, the outstanding Committed Loans (and after giving effect risk participations in outstanding Swing Line Loans and Letter of Credit Exposure) to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made held ratably by all Lenders in accordance with their respective revised Applicable Percentages, (ii) the Borrower shall be deemed to have prepaid and reborrowed the outstanding Committed Loans as of such Increase Effective Date 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, and (iii) the Borrower shall pay to the relevant Lenders the amounts, if any, required pursuant to Section 10.063.05 as a result of such prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V VIII 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 8.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to subsections (a), (IIb) and (c) respectively, of Section 9.01, and (B) no Default exists, and (III) . If there has been no event or circumstance since the date of the Closing Date that has had or could shall be reasonably expected to have, either individually or any nonratable increase in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Dateunder this Section, then each of the Lenders having a Commitment prior Administrative Agent shall reallocate (and, solely for purposes thereof, Borrower shall be deemed to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”have paid) shall assign or transfer to any Lender which is acquiring a new Commitment Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”)extent necessary to keep the outstanding Loans ratable with respect to any revised Applicable Percentages arising from such nonratable increase in the Total Credit Exposure of any Lender under this Section, and Borrower shall execute and deliver such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date documents or instruments as shall be necessary in order that, after giving effect Administrative Agent may require to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to evidence such increase in Commitments (the Total Credit Exposure of any Lender and after giving effect to any Loans made on ratify Borrower’s continuing obligations hereunder and under the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06other Loan Documents, including a replacement Note.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, and (IIIC) there has been no event or circumstance since the date Borrower is in pro forma compliance with Section 7.14(b). As a further condition precedent to such increase, the Administrative Agent may request opinions of counsel, other certificates and documentation it may reasonably require with respect to such increase. Upon the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then (x) the Aggregate Commitment will be deemed to have increased by the amount of such Commitment increase pursuant to this Section 2.14 if such increase involved additional Committed Loan availability, and the Obligations shall increase by the principal amount of the Incremental Term Loans issued pursuant hereto, if such increase involved Incremental Term Loans, (y) entries in the Register will be revised to reflect the revised Commitments, Incremental Term Loans and/or Applicable Percentages of each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a including each new Commitment on the Increase Effective Date (the “Post-Increase Lenders”Lender), and (z) in connection with an increase of Committed Loan availability, the outstanding Loans will be reallocated on the effective date of such Post-Increase increase among the Lenders with the Commitments in accordance with their revised Applicable Percentages and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall purchase pay any and all costs required pursuant to Section 3.05 in connection with such reallocation as if such reallocation were a repayment; provided, that the Administrative Agent agrees to cooperate with the Borrower with respect to the timing of such reallocation so as to minimize any incurrence by the Borrower of costs required pursuant to Section 3.05. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.14, (1) the Administrative Agent may reasonably request from each such Pre-Increase the Borrower and any Augmenting Lender, at as well as the funded principal amount thereofRequired Lenders, any such interest other documentation as is reasonably required to give effect to the provisions hereof and the increase of the Commitments hereunder or issuance of Incremental Term Loans and (2) any Augmenting Lender becoming a party hereto shall (a) execute such documents and agreements as the Administrative Agent may reasonably request and (b) in the Loans and participation interests in L/C Obligations and Swing Line Loans (but notcase of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, for provide to the avoidance of doubtAdministrative Agent, the related Commitments) outstanding on its name, address, tax identification number and/or such Increase Effective Date other information as shall be necessary in order thatfor the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, after giving effect to all such assignments or transfers including without limitation, the Patriot Act. Holders of Incremental Term Loans shall constitute Lenders hereunder, and purchases, such the Incremental Term Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance treated the same as Committed Loans with Section 10.06respect to payment priority, maturity, representations, warranties, covenants, events of default and other similar provisions set forth herein.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Paying Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct in all material respects 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 (date, and except that such materiality qualifier for purposes of this Section 2.17, the representations and warranties contained in subsections (g) and (h) of Section 4.01 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to subsections (b) and (c), respectively, of Section 5.03, (IIB) no Default exists, (C) the aggregate of (x) 85% of the book value of accounts receivables that constitute Collateral and (IIIy) there has been no event or circumstance since the date 65% of the Closing Date book value of inventory that has had or could be reasonably expected to have, either individually or constitutes Collateral exceeds the sum of (x) aggregate principal amount outstanding under the Revolving Credit Facility at such time (including outstanding Letters of Credit and Swing Line Advances) plus (y) the aggregate amount of obligations outstanding under Secured Cash Management Agreements plus (z) the aggregate Agreement Value of all Secured Hedge Agreements at such time and (D) the Borrower is in pro forma compliance with the aggregate, a Material Adverse Effectcovenants in Section 5.04. To the extent the Aggregate Commitments are being increased The Borrower shall prepay any Revolving Credit Loans outstanding on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Credit Increase Effective Date (such Lenders, and pay any additional amounts required pursuant to Section 8.04(c)) to the “Pre-Increase Lenders”) shall assign or transfer extent necessary to keep the outstanding Revolving Credit Loans ratable with any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase revised Pro Rata Shares arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, each dated as of the Increase Effective Date: (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower each Loan Party (or of its general partner) certifying and attaching the resolutions adopted by the Borrower approving or consenting to other action authorizing such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (I) the representations and warranties of the Loan Parties 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 (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), (II) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent to any such increaseincrease or additional tranche, the Borrower shall deliver to the Administrative Agent a certificate of the following, each Borrower and the Trust dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increaseincrease or additional tranche, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increaseincrease or additional tranche, (IA) 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 were true and correct in all material respects as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent that the Aggregate Commitments are being increased on increase shall take the relevant Increase Effective Dateform of a new term loan tranche, then each this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent and the Borrower. In the case of any such increase in the Lenders having a Commitment prior to such Increase Effective Date (such LendersRevolving Credit Commitments, the “Pre-Increase Lenders”) Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”)extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section, and the Borrower and the Trust shall execute and deliver such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at documents or instruments as the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect Administrative Agent may require to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to evidence such increase in Commitments (the Revolving Credit Commitment or Term Loans of any Lender and after giving effect to any Loans made on ratify each such Loan Party’s continuing obligations hereunder and under the relevant Increase Effective Date). Such assignments or transfers other Loan Documents, and purchases shall pay such fees as may be made in accordance with Section 10.06due pursuant to the terms of the Fee Letters.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects respects, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they are shall remain true and correct in all material respects as of such earlier date (date, and except that such materiality qualifier for purposes of this Section, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), (II) no Default existsrespectively, of Section 6.01, and (IIIB) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (both before and after giving effect to the Incremental Facility, no Default exists. The 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 Revolving Loans made outstanding on the relevant Revolving Increase Effective Date). Such assignments or transfers Date (and purchases shall be made pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in accordance with the Revolving Commitments under this Section 10.062.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Incremental Increase, the Borrower Borrowers shall deliver to the Administrative Agent the following, a certificate of each Borrower dated as of the Increase Effective Date: Date signed by a Responsible Officer of such Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the such Borrower approving or consenting to such increaseIncremental Increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Company, certifying that, before and after giving effect to such increaseIncremental Increase, (IA) 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 such materiality qualifier for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a), (IIb) and (c), as applicable, of Section 6.01, and (B) no Default exists. In addition, and (III) there has been no event or circumstance since if the date initial yield on any Incremental Increase exceeds the initial yield on any of the Closing Date that has had or could be reasonably expected to have, either individually or in Loans (the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each amount of the Lenders having a Commitment prior to such Increase Effective Date (such Lendersexcess, the “Pre-Yield Differential”), then the Applicable Rate then in effect for the Loans and any prior Incremental Increase Lenders”) shall assign or transfer to automatically be increased by the Yield Differential, effective upon the making of such Incremental Increase The Borrowers shall prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower Borrowers shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: (i) a certificate Date signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (A) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiB) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrowers, certifying that, before and after giving effect to such increase, (I) 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 105 correct in all material respects as of such earlier date (date, and except that such materiality qualifier shall not apply to the extent that any such representation or warranty is representations and warranties are qualified by materiality, in which case they are true and correct in all respects, and except that for purposes of this Section 2.15(e), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (IIa) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Agent, and any Additional Commitment Lender shall have executed and delivered a Joinder Agreement; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and to any existing Lender increasing its Commitment as the applicable Borrower and such Lenders shall agree; (iv) the applicable Borrower shall have paid such arrangement fees to the Agent and such Affiliates as such Borrower and the Agent may agree; (v) the Borrowers, the Additional Commitment Lenders and any existing Lender increasing its Commitment shall have delivered such other instruments, documents and agreements evidencing the Commitment Increase as the Agent may reasonably have requested; and (vi) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) no Default or Event of Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) an Instrument of Accession executed by the followingBorrower and the applicable Lender(s), each and (2) a certificate dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (iiB) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase no Default shall exist and (iii) the Borrower shall pay any fees then due that the Borrower shall have agreed to pay in connection with such increase. Upon the effectiveness of any increase in the Total Revolving Credit Commitments pursuant hereto, (Ii) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment at par to each new or existing Lender accepting a new or increased Revolving Credit Commitment, of an interest in each then outstanding Revolving Credit Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as credit exposure hereunder of the Increase Effective Date, except to the extent that such representations existing and warranties specifically refer to an earlier date, new Lenders in which case they are true and correct as respect of such earlier date (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), (II) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance and Letters of doubt, the related Commitments) outstanding on such Increase Effective Date as Credit shall be necessary in order automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Loans and all such assignments or transfers and purchases, such Loans and participation interests credit exposure is held ratably by the Lenders in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with proportion to their Commitments after respective Revolving Credit Percentages (giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective DateTotal Revolving Credit Commitments). Such assignments or transfers and purchases shall Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.17 be made in accordance with Section 10.06deemed prepayments of such Loan.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (1) the Borrower Company shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Appropriate Lender under Tranche 1) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Company, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualification included in the terms of any such representation or warranty) 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 (without duplication of any materiality qualification included in the terms of any such representation or warranty) as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, exists and (III2) there has been no event or circumstance since (i) upon the date reasonable request of any Appropriate Lender under Tranche 1 made at least ten (10) days prior to the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of Borrower shall have provided to such Lender the Lenders having a Commitment documentation and other information so requested in connection with its KYC Obligations, in each case at least five (5) days prior to such the Increase Effective Date and (ii) at least five (5) days prior to the Increase Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Appropriate Lender under Tranche 1 that so requests, a Beneficial Ownership Certification in relation to such Lenders, the “Pre-Increase Lenders”) Borrower. The Borrowers shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such Credit Agreement increase, the Borrower shall deliver to the Lead Administrative Agent a certificate of the following, each Borrower dated as of the Increase Effective Date: Date signed by a Responsible Officer of the Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty 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 true and correct as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists. The Borrower shall prepay any Committed Loans (which prepayment may, and (III) there has been no event or circumstance since notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the date of the Closing Date that has had or could be reasonably expected to have, either individually or Lenders participating in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”commitment increase) shall assign or transfer to any Lender which is acquiring a new Commitment outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Commitment Increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the following, each Borrower dated as of the Increase Effective Date: (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower Date signed by a Responsible Officer of the Borrower (x) certifying and attaching the resolutions adopted by Crosstex GP on behalf of the Borrower approving or consenting to such Commitment Increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increaseCommitment Increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties 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 true and correct in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) The Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the following, each Borrower dated as of the Increase Effective Date: (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted the Borrower approving or consenting to such Credit Agreement increase, and (ii) certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty 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 true and correct as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists. The Borrower shall prepay any Committed Loans (which prepayment may, and (III) there has been no event or circumstance since notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the date of the Closing Date that has had or could be reasonably expected to have, either individually or Lenders participating in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”commitment increase) shall assign or transfer to any Lender which is acquiring a new Commitment outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in Section 5.04 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materiality)most recent statements furnished pursuant to clauses (a) and (b) of Section 6.01, and (IIB) no Default exists, exists and (IIIii)(A) there has been no event or circumstance since upon the date reasonable request of any Lender made at least ten days prior to the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each of the Lenders having a Commitment case at least five days prior to such the Increase Effective Date and (such LendersB) at least five days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the “Pre-Increase Lenders”) Borrower shall assign or transfer to deliver a Beneficial Ownership Certification. The Borrower shall prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 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 (date, and except that such materiality qualifier for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, the Parent and (III) there has been no event or circumstance since its Subsidiaries are in compliance with the date of the Closing Date that has had or could be reasonably expected to have, either individually or Consolidated Leverage Ratio as set forth in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”Section 7.10(a), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments 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 (C) no Default exists. The Borrower shall prepay any 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 Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. (i) As a condition precedent to such increaseeach Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate of the followingBorrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Laws with respect to the Guarantee and Collateral Agreement of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date: (i) a certificate , signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower or Guarantor and (A) certifying and attaching the resolutions adopted by the Borrower or Guarantor approving or consenting to such increaseIncremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (iiB) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, that (1) both before and immediately after giving effect to such increaseIncremental Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing (or, to the extent such Incremental Increase is obtained in connection with a Limited Condition Transaction, at the Borrower’s option, as of the date the definitive agreements for such Limited Condition Transaction are entered into, no Default or Event of Default existed and, as of the Increase Effective Date, no Event of Default under Section 8.01(a) or (j) exists and is continuing), (I2) immediately after giving effect to such Incremental Increase on a pro forma basis (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof, but disregarding any cash constituting proceeds of such Incremental Increase solely for purposes of determining the Consolidated Net Leverage Ratio in connection with this clause (2)), as of the Increase Effective Date, the Consolidated Net Leverage Ratio shall not exceed 4.77 and (3) the representations and warranties of the Borrower and each other Loan Party contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, 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 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 modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date (date, and except that such materiality qualifier for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.05(a) and (b) shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; provided that, in connection with a Limited Condition Transaction, the Responsible Officer shall only be required to make the certifications in this clause (II3) no Default existswith respect to the Specified Representations. In addition, as a condition precedent to each Incremental Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, Organization Documents and (III) there has been no event or circumstance since legal opinions of the date of type delivered on the Closing Date that has had or could be as are reasonably expected to haverequested by, either individually or and in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lendersform and substance reasonably satisfactory to, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06Administrative Agent.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, all conditions precedent in Section 4.2 must be satisfied and the Borrower shall deliver to the Administrative Agent the following, a certificate of each Credit Party (A) dated as of the Increase Effective Date: Date (iwith sufficient copies for each Lender if requested by the Administrative Agent) a certificate signed by the Secretary chief financial officer, treasurer or an Assistant Secretary officer with similar responsibilities of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, (B) certifying that (1) the resolutions authorizing such increase are true, correct, and (ii) a certificate effective as of the Borrower signed by a Responsible Officer of the Borrower certifying thatIncrease Effective Date and, before and after giving effect to such increase, (I) 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 expressly relate solely to an earlier date, date in which case they are such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.1(d), the representations and warranties contained in Section 5.1(k) shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materiality)most recent statements furnished pursuant to Section 7.1 and Section 7.2, (II2) no Default existsor Event of Default exists and is continuing, and (III3) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior both before and after giving effect to such increase, the Borrower is in compliance with the Financial Covenants on a Pro Forma Basis for the four (4) fiscal quarter period immediately preceding the Increase Effective Date (for which financial statements for the Borrower have been delivered pursuant to Section 7.1 or 7.2. The Borrower shall, at the request of the Administrative Agent, deliver such Lendersopinions of counsel as the Administrative Agent may request in its reasonable discretion. In the event of an increase in the Revolving Loan Commitment in accordance with this Section 2.1(d), the “Pre-Increase Lenders”) Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Loans outstanding on the Increase Effective Date (to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitment Ratios arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans Lenders’ respective portions of the Revolving Loan Commitment under this Section (and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as Borrower shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to liable for any Loans made on the relevant Increase Effective Datecosts under Section 2.9). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, or Event of Default has occurred and (III) there has been no event is continuing or circumstance since would result therefrom. On the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders Lender (including any new Lender) participating in such Commitment increase shall purchase and assume from each existing Lender having a Commitment prior to Loans outstanding on such Increase Effective Date Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s ratable portion of the Aggregate Commitments (after giving effect to such LendersCommitment increase), in the “Pre-Increase Lenders”) shall assign or transfer aggregate Loans then outstanding, so as to any Lender which is acquiring a new Commitment ensure that, on the Increase Effective Date (the “Post-Increase Lenders”)after giving effect to such Commitment increase, and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in Lender is owed only its ratable portion of the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (i) that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true in all respects, (ii) 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 (except that such materiality unless a qualifier shall not apply relating to the extent that any materiality, Material Adverse Effect or a similar concept applies, in which case such representation or warranty is qualified by materialitytrue in all respects), and (IIiii) that for purposes of this Section 2.17 the representations and warranties contained in Section 4.5(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.1(a) and (b), respectively, and (B) no Default exists. On the Increase Effective Date, and (III) there has been no event or circumstance since each Revolving Credit Lender increasing its Revolving Credit Commitment pursuant to this Section 2.17shall make available to the date Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the Closing Date that has had or could other Revolving Credit Lenders, to be reasonably expected required in order to have, either individually or keep the outstanding Revolving Loans ratable with any revised Applicable Percentages in respect of the Revolving Credit Facility arising from any nonratable increase in the aggregate, a Material Adverse EffectRevolving Credit Commitments under this Section. To the extent the Aggregate Commitments that any Revolving Credit Lender’s Revolving Loans are being increased on the relevant Increase Effective Date, then each reduced as a result of the Lenders having a Commitment prior to such Increase Effective Date (such Lendersincrease in the Revolving Credit Commitments, the “Pre-Increase Lenders”) Borrower shall assign or transfer be deemed to any Lender which is acquiring a new Commitment have repaid and reborrowed all such Revolving Loans outstanding on the Increase Effective Date (the “Post-Increase Lenders”and pay any additional amounts required pursuant to Section 3.3), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, exists and (IIIC) there has been no event or circumstance since the date Borrower is in pro forma compliance with Section 7.14(b). As a further condition precedent to such increase, the Administrative Agent may request opinions of counsel, other certificates and documentation it may reasonably require with respect to such increase. Upon the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then (x) the Aggregate Commitment will be deemed to have increased by the amount of such Commitment increase pursuant to this Section 2.14 if such increase involved additional Committed Loan availability, and the Obligations shall increase by the principal amount of the Incremental Term Loans issued pursuant hereto, if such increase involved Incremental Term Loans, (y) entries in the Register will be revised to reflect the revised Commitments, Incremental Term Loans and/or Applicable Percentages of each of the Lenders having a Commitment prior to such Increase Effective Date (such Lendersincluding each new Lender) and (z) in connection with an increase of Committed Loan availability, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase reallocated on the effective date of such increase among the Lenders and Post-Increase Lenders ratably with Commitments in accordance with their Commitments after giving revised Applicable Percentages and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 3.05 in connection with such reallocation as if such reallocation were a repayment; provided, that the Administrative Agent agrees to cooperate with the Borrower with respect to the timing of such reallocation so as to minimize any incurrence by the Borrower of costs required pursuant to Section 3.05. The Administrative Agent may reasonably request from the Borrower and the Lenders joining this Agreement pursuant to this Section 2.14, as well as the Required Lenders, any such other documentation as is reasonably required to give effect to such the provisions hereof and the increase in of Commitments (hereunder or issuance of Incremental Term Loans. Holders of Incremental Term Loans shall constitute Lenders hereunder, and after giving effect to any the Incremental Term Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance treated the same as Committed Loans with Section 10.06respect to payment priority, maturity, representations, warranties, covenants, events of default and other similar provisions set forth herein.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) except as otherwise agreed by the Lenders providing such Commitment Increase, 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 (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; provided that, notwithstanding the foregoing, in the case of a Commitment Increase the proceeds of which are to be used to finance a Permitted Acquisition under this Agreement, such materiality qualifier shall not apply Commitment Increase may be subject to customary “funds certain provisions”, to the extent that agreed by the Lenders providing such Commitment Increase (1) at the time of the execution and delivery of the purchase agreement related to such Permitted Acquisition, no Event of Default shall have occurred and be continuing or should occur as a result thereof and (2) upon the effectiveness of any Commitment Increase and the making of any Loan thereunder on the date of such representation or warranty is qualified by materialityCommitment Increase, no Default pursuant to Section 8.01(a), (IIf) no Default exists, or (g)(i) shall have occurred and be continuing or shall occur as a result thereof; and (IIIB) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments 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 (C) no Default exists. If the increase is to the Term Facility, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02. Each Commitment Increase with respect to Revolving Commitments shall be implemented through an increase to the Revolving Credit Facility, and upon the implementation of each such Commitment Increase (i) each Revolving Credit Lender immediately prior to such Commitment Increase will automatically and without further act be deemed to have assigned to each relevant revolving credit lender with respect to such Commitment Increase, and each relevant revolving credit lender with respect to such Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Credit Lenders’ (including each revolving lender with respect to such Commitment Increase) participations hereunder in Letters of Credit and (ii) the existing Revolving Credit Lenders shall assign Revolving Credit Loans to certain other Revolving Credit Lenders (including the revolving lender with respect to such Commitment Increase), and such other Revolving Credit Lenders (including the revolving lender with respect to such Commitment Increase) shall purchase such Revolving Credit Loans, in each case to the extent necessary so that all of the Revolving Credit Lenders participate in each outstanding Revolving Credit Borrowing pro rata on the basis of their respective Revolving Credit Commitments (after giving effect to any Loans made on increase in the relevant Increase Effective DateRevolving Credit Commitment pursuant to this Section 2.16). Such assignments or transfers ; it being understood and purchases agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall be made in accordance with Section 10.06not apply to the transactions effected pursuant to the immediately preceding sentence.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, 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 each Lender) signed by a Responsible Officer of the Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), (IIB) no Default exists, and . At the Borrower’s election (IIIi) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”)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 or (ii) each of the Lenders shall assign Committed Loans to Lenders electing to increase their Commitments or become Lenders with respect to the increased Commitments, and such Post-Increase each of the Lenders electing to increase their Commitments or become Lenders with respect to increased Commitments shall purchase from each such Pre-Increase Lender, at the funded principal amount thereofLenders with Commitments, such interest interests in the Committed Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such the Increase Effective Date as shall be necessary in order such that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line the Committed Loans will be held by Pre-Increase existing Lenders and Post-Increase Lenders that have elected to increase their Commitments or become Lenders with respect to increased Commitments, ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V 4 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 (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), (IIB) no Default exists, exists and (IIIC) there has been after giving effect to such increase, (1) no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to Borrowing Base Deficiency exists and (2) if such Increase Effective Date (such Lendersis prior to the Collateral Release Date, the “Pre-Increase Lenders”) Collateral Coverage Ratio is not less than the Minimum Collateral Coverage Ratio. Administrative Agent shall assign notify the new or transfer increasing Lenders of the amount of Loans of each Type and the applicable Interest Period thereof, and each such new or increasing Lender shall make Revolving Loans which are sufficient to any Lender which is acquiring a make its outstanding Revolving Loans of each Type and of each Interest Period equal to such Lender’s Revolving Percentage of the Revolving Loans of such Type and such Interest Period. The Borrower shall pay to such new Commitment or increasing Lenders on the Increase Effective Date (the “Post-Increase Lenders”), and any costs reasonably determined by such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest Lender to have been incurred in the respect of Eurodollar Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made which are funded other than on the relevant Increase Effective Date)first day of the Interest Period relating thereto. Such assignments or transfers 084421 000400 DALLAS 2675603.7 [Eighth Amended and purchases shall be made in accordance with Section 10.06.Restated Credit Agreement]

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Lead Administrative Agent a certificate of the following, each Borrower dated as of the Increase Effective Date: Date signed by a Responsible Officer of the Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty 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 true and correct as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists. The Borrower shall prepay any Committed Loans (which prepayment may, and (III) there has been no event or circumstance since notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the date of the Closing Date that has had or could be reasonably expected to have, either individually or Lenders participating in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”commitment increase) shall assign or transfer to any Lender which is acquiring a new Commitment outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the following, Borrower and each Guarantor dated as of the Revolving Credit Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower and each Guarantor (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower and such Guarantor approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by Borrower, certifying and attaching a Responsible Officer Compliance Certificate demonstrating compliance, on a pro forma basis, with the financial covenants set forth in Section 7.11 and (iii) in the case of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, and (IIIC) there has been no event or circumstance since the date of Borrower is in pro forma compliance with the Closing Date that has had or could be reasonably expected to have, either individually or financial covenants contained in the aggregate, a Material Adverse EffectSection 7.11. To the extent the Aggregate Commitments are being increased The Borrower shall prepay any Revolving Credit Loans outstanding on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Credit Increase Effective Date (such Lenders, and pay any additional amounts required pursuant to Section 3.05) to the “Pre-Increase Lenders”) extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section. The Borrower shall assign or transfer pay to any Lender which is acquiring the Administrative Agent for the pro rata accounts of the participating Lenders a new Commitment on the Increase Effective Date fee (the “Post-Increase LendersExpansion Fee”), ) in an amount to be agreed upon between the Administrative Agent and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06Borrower.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower (i) Newpark shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrowers, certifying that, before and after giving effect to such increase, (Ia) 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 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIb) at the time of and after giving effect on a pro forma basis to such increase in the Aggregate Commitments and any borrowings made on the Revolving Credit Increase Effective Date, the Borrowers are in compliance with Section 7.11 as of the end of the most recent Measurement Period for which financial statements of Newpark and its Subsidiaries are available and (c) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased The Borrowers shall prepay any Revolving Credit Loans outstanding on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Credit Increase Effective Date (such Lenders, and pay any additional amounts required pursuant to Section 3.05) to the “Pre-Increase Lenders”) shall assign or transfer extent necessary to keep the outstanding Revolving Credit Loans ratable with any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans Commitments under this Section and participation interests in L/C Obligations and Swing Line Loans (but not, Borrowers may use advances from Lenders having new or increased Commitments for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (a) the Borrower Borrowers shall deliver to the Administrative Agent the following, a certificate of each Borrower dated as of the Revolving Credit Increase Effective Date: Date (in sufficient copies for each Lender) signed by the chief executive officer or chief financial officer of such Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the such Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V Section 8 hereof and in the other Loan Documents are true and correct in all material respects 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 (date, and except that such materiality qualifier for purposes of this Section 1.4, the representations and warranties contained in the first sentence of Section 8.10 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of subsection 9.1.3, and the representations and warranties contained in the second sentence of Section 8.1.10 shall be deemed to refer to the last day of the most recent fiscal year of the Borrowers ended prior to the date of such certificate for which financial statements have been delivered to the Lenders, and (IIB) no Default or Event of Default exists, and (IIIb) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased Borrowers shall prepay any Revolving Credit Loans outstanding on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to subsection 3.2.5) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section, (c) the Borrowers shall pay such Lendersclosing fees as may be acceptable to the Lenders that make Revolving Credit Commitments or increase their Revolving Credit Commitments pursuant to this Section, and (d) to the extent requested by the Administrative Agent, the “Pre-Increase Lenders”Borrowers shall deliver new or substituted, as applicable, Revolving Credit Notes in the amounts of the respective aggregate Revolving Credit Commitments of the Lenders that increase their Revolving Credit Commitments or make new Revolving Credit Commitments, (ii) shall assign or transfer to any Lender which is acquiring a new Commitment on reaffirmation agreement from all Guarantors, (iii) UCC searches for the Increase Effective Date (jurisdictions requested by the “Post-Increase Lenders”)Administrative Agent, and (iv) such Post-Increase Lenders shall purchase from each such Pre-Increase Lenderother documents, at including, without limitation, any opinion letters requested, as are reasonably required by the funded principal amount thereofAdministrative Agent, such interest all of the documents referred to in clauses (i) through (iv) to be in form and substance satisfactory to the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06Administrative Agent.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Additional Loans Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, increase and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrowers, certifying that, before and after giving effect to such increase, (IA) 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 Additional Loans 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 such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Event of Default existsor Default exists immediately before or immediately after giving effect to such addition, (C) the Borrowers are in compliance, on a Pro Forma Basis, with the financial covenants set forth in Section 7.11 after giving effect to the making of Additional Term Loans or Additional Revolving Loans, as applicable and (D) the Total Net Leverage Ratio as of the last day of the Test Period does not exceed 3.25:1.00 on a Pro Forma Basis, as if such Additional Term Loans or Additional Revolving Loan Commitments, as applicable, had been outstanding and fully borrowed on the last day of such Test Period. On each Additional Loans Effective Date, each Additional Lender which is providing an Additional Term Loan or an Additional Revolving Loan Commitment (i) in the case of any Additional Revolving Loan Commitment, shall become a “Revolving Loan Lender” for all purposes of this Agreement and the other Loan Documents, and (IIIii) there has been no event or circumstance since in the date case of any Additional Term Loan, shall make an Additional Term Loan to the Borrower in a principal amount equal to such Additional Lender’s portion of such Additional Term Loan. Any Additional Revolving Loan shall be a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents. Any Additional Term Loan shall be a “Term Loan” for all purposes of this Agreement and the other Loan Documents. With respect to Additional Revolving Loan Commitments, each Additional Lender that is acquiring an Additional Revolving Loan Commitment on the Additional Loans Effective Date shall make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the Closing Date that has had or could be reasonably expected Revolving Loan Lenders (other than such Additional Lender if such Additional Lender is an existing Revolving Loan Lender) immediately prior to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase such Additional Loans Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order so that, after giving effect to all such assignments or transfers and purchasesthereto, such each Revolving Loan Lender (including each Additional Lender that is acquiring an Additional Revolving Loan Commitment) holds a Pro Rata Share of the Revolving Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments outstanding after giving effect to such increase in Commitments (and Additional Revolving Loan Commitment on the Additional Loans Effective Date. If there is a new Revolving Loan Borrowing on such Additional Loans Effective Date, the Revolving Loan Lenders after giving effect to any such Additional Revolving Loan Commitments shall make such Revolving Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.062.01(b).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 as of such earlier date (date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists or would result therefrom; provided, that in the event that the Loans incurred in connection with such materiality qualifier shall not apply increased Commitments are used to finance a Permitted Acquisition or permitted Investment, the Persons providing such increased Commitments may agree to a customary “Limited Conditionality Provision”, and (ii) to the extent that any such representation or warranty is qualified by materiality), (II) no Default exists, and (III) there has been no event or circumstance since the date increase of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on shall take the relevant Increase Effective Dateform of a new term loan tranche, then each of this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent, the Lenders having providing such term loan and the Borrower, to include such terms as are customary for a Commitment prior to such Increase Effective Date (such Lendersterm loan commitment, the “Pre-Increase Lenders”) including maturity, pricing and yield, amortization, voting, pro rata sharing and other terms and provisions. The Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Revolving Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the following, each Borrower dated as of the Increase Effective Date: Date (and to the extent requested by the Administrative Agent, in sufficient copies for each Lender) signed by a Responsible Officer (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents VI are true and correct in all material respects (except, if such representation or warranty is qualified by materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is 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 true and correct as of such earlier date in all material respects (except that such materiality qualifier shall not apply to the extent that any except, if such representation or warranty is qualified by materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections 6.11(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to subsection 7.01(a), and (IIB) no Default exists, and (III) there has been no event or circumstance since . If the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Revolving Loan Commitments are being increased on a nonratable basis, the relevant Borrower shall make such nonratable borrowings and such prepayments of Loans (and pay any additional amounts required pursuant to Section 4.04) on the Increase Effective Date, then each of to the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be extent necessary in order that, so that after giving effect to all such assignments or transfers borrowings and purchasesprepayments, such the Revolving Loans and participation interests in L/C Obligations and Swing Line Loans will be outstanding are held by Pre-Increase Lenders and Post-Increase the Revolving Loan Lenders ratably in accordance with their Commitments after giving effect to such the revised Pro Rata Shares arising from the nonratable increase in the Revolving Loan Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.under this

Conditions to Effectiveness of Increase. As a condition precedent to such each increase, the Borrower shall deliver to the Administrative Agent such Loan Documents (or amendments thereto), in form and substance satisfactory to the followingAdministrative Agent, as the Administrative Agent shall reasonably request to reflect such increase (including, without limitation, if reasonably requested by the Administrative Agent, one or more supplements to the Vessel Mortgages reflecting such increase), together with a certificate of each Loan Party dated as of the Increase Effective Date: Date signed by a Responsible Officer of such Loan Parties (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower each such Loan Party approving or consenting to such increasethe increased Aggregate Committed Sum, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of and the Borrower MLP, certifying that, before and after giving effect to such increaseincreased Aggregate Committed Sum, (IA) the representations and warranties of the Borrower and the MLP 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 such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), (IIB) no Default or Event of Default exists. Each Lender increasing its Commitment and each additional Lender, and (III) there has been no event or circumstance since the date as applicable, shall purchase a portion of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date outstanding Loans (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations Letters of Credit) of each of the other Lenders (and Swing Line such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any additional Lender, if applicable) shall hold its Pro Rata Share of the outstanding Loans (but not, for the avoidance of doubt, the related Commitmentsand participation interests) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such the increase in Commitments (and after giving effect the Aggregate Committed Sum. The Borrower shall pay any additional amounts required pursuant to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.063.05.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent and the following, each Collateral Agent a certificate of the Borrower dated as of the Increase Effective Date: Date signed by an Authorized Officer of the Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V Section 501 and the other Loan Transaction 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 (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), (II) no Default existsdate, and (IIIB) there has been no event Early Amortization Event, Event of Default or circumstance since the date of the Closing Date that has had Asset Base Deficiency exists or could be reasonably expected would exist after giving effect to have, either individually such increase. The Borrower shall prepay or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of shall cause the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to allocate any Lender which is acquiring a new Commitment Loans outstanding on the Increase Effective Date (and pay any additional amounts required under the “PostTransaction Documents) to the extent necessary to keep the outstanding Loans with any revised Pro Rata Share arising from any non-Increase Lenders”ratable increase in the Aggregate Commitment under this Section 301(l). (7) The Borrower may, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), and such Post-Increase Lenders shall purchase from prior to the then current Scheduled Commitment Expiration Date, by written notice to each such Pre-Increase Lender, at with a copy to the funded principal amount thereofCollateral Agent and the Administrative Agent, request that the Lenders extend the Scheduled Commitment Expiration Date for a specified period of time. Each Lender shall make a determination, in its sole discretion, within 30 days of its receipt of the Borrower’s request, as to whether or not it will agree to extend the Scheduled Commitment Expiration Date; provided, however, that the failure of a Lender to make a timely response to the Borrower’s request for extension of the Scheduled Commitment Expiration Date shall be deemed to constitute a refusal by such interest Lender to extend the Scheduled Commitment Expiration Date. Any such extension of the Scheduled Commitment Expiration Date shall become effective only upon (i) written confirmation to the Borrower by a Lender of its agreement to so extend the Scheduled Commitment Expiration Date, and (ii) receipt by each Lender of any fees required to be paid in connection with such extension. If fewer than all of the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for Lenders have agreed to extend the avoidance of doubtthen existing Scheduled Commitment Expiration Date, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect Borrower may arrange for additional Eligible Assignees to all such assignments replace the Lender or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect that have not consented to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06extension.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the date of effectiveness of such increase (the “Increase Effective Date: ”) (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower each Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V §7 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 (date, and except that such materiality qualifier for purposes of this §2.11, the representations and warranties contained in §7.4.2 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materiality)most recent statements furnished to the Lenders, (IIB) no Default or Event of Default exists, and (IIIC) there has been no event or circumstance since the date sum of the Closing Date that has had or could be reasonably expected outstanding amount of the Revolving Credit Loans (after giving effect to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased all amounts requested on the relevant Increase Effective Date, then each ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans does not exceed the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time and (D) the sum of the Lenders having a outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI do not exceed the lesser of (A) the Total Commitment prior to at such Increase Effective Date time and (B) the Domestic Borrowing Base at such Lenders, the “Pre-Increase Lenders”) time. The applicable Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to §5.9) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Commitment Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower Company shall deliver to the Administrative Agent the following, a certificate with respect to each Loan Party dated as of the Increase Effective Date: Date (iin sufficient copies for each Revolving Credit Lender) a certificate signed by the Secretary or an Assistant Secretary a 77 145501075_6 Responsible Officer of the Borrower Company (x) certifying and attaching the resolutions adopted by the Borrower each Loan Party approving or consenting to such increase, and (iiy) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) 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 in all material respects (except provided, that such materiality qualifier shall not apply be applicable to the extent that any such representation or warranty that already is qualified or modified by materiality)materiality in the text thereof) as of such earlier date, (II) no Default existsprovided, and (III) there has been no event or circumstance since however, that for these purposes, the date of the reference to Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, representation and warranty in Section 5.06(b) shall be deemed to be a Material Adverse Effect. To reference to the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then (B) no Default or Event of Default exists or would exist after giving effect to such increase and (C) immediately after giving effect to such increase, as of the Increase Effective Date the Company shall be in pro forma compliance (after giving effect to the incurrence of such increase and the use of proceeds thereof) with each of the Lenders having financial covenants contained in Section 7.06; provided that if such increase is being provided in connection with a Commitment Limited Conditionality Acquisition, such certificate shall provide that the above requirements were satisfied in accordance with Section 1.12, and (ii) (x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Increase Effective Date, the Company shall have provided to such Lender, and such Revolving Credit Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Increase Effective Date and (y) at least 2 days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Lenders, the “Pre-Increase Lenders”) Loan Party. The Company shall assign or transfer to prepay any Lender which is acquiring a new Commitment Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentage arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the (i) each Borrower shall deliver to the Administrative Agent the following, each a certificate dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary of the Borrower a Responsible Officer (A) certifying and attaching the resolutions adopted by the such Borrower approving or consenting to such increase, and (iiB) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (Ix) the representations and warranties contained in Article V 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 as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 3.20, the representations and warranties contained in subsections (a) and (b) of Section 5.1 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1, and (IIy) no Default exists, exists and (IIIii)(A) there has been no event or circumstance since upon the date reasonable request of any Lender made at least three (3) days prior to the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the Lenders having a Commitment documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least seven (7) days prior to such the Increase Effective Date and (B) at least three (3) days prior to the Increase Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Lenders, the “Pre-Increase Lenders”) Borrower. The Borrowers shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Loans outstanding on the Increase Effective Date (to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitment Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Revolving Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party (excluding the followingForeign Borrowers and the Foreign Guarantors, each if any, if the Maximum Foreign Borrower Sublimit is not being increased) dated as of the Increase Effective Date: Date signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increaseIncremental Increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrowers, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, 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 (date, and except that such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in Section 5.05(a) shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to Section 6.01(a), (IIB) no Default exists, exists and is continuing and (IIIC) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or Company and its Restricted Subsidiaries are in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then pro forma compliance with each of the Lenders financial covenants contained in Section 7.12. Each Incremental Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing revolving credit facilities hereunder. Upon each Incremental Increase (x) each Lender having a Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Increase Effective Date (such Lenderseach, the an “Pre-Incremental Increase LendersLender”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”)in respect of such increase, and such Post-Increase Lenders shall purchase from each such Pre-Incremental Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender, at the funded principal amount thereof, such interest ’s participations hereunder in the Loans and participation interests in L/C Obligations outstanding Letters of Credit and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all each such assignments or transfers deemed assignment and purchasesassumption of participations, such Loans the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and participation interests (ii) participations hereunder in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably Loans, will, in accordance with their Commitments each case, equal each Lender’s Applicable Percentage (after giving effect to such increase in Commitments the Facility) and (and after giving effect y) if, on the date of such increase there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall, on or prior to any the effectiveness of such Incremental Increase, be prepaid from the proceeds of additional Revolving Credit Loans made on hereunder (reflecting such increase in the relevant Increase Effective DateFacility). Such assignments or transfers and purchases , which prepayment shall be made in accordance accompanied by any amounts required to be paid pursuant to Section 3.05 to the extent necessary to keep the outstanding Revolving Credit Loans ratable with Section 10.06any revised Applicable Percentages arising from such Incremental Increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Agent shall deliver to the Administrative Agent the following, a certificate of each Borrower dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the such Borrower approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Agent, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V VI and the other Loan Documents (or, solely as of the commitment date (but not as of the funding date) with respect to an increase in connection with a Limited Condition Transaction, each customary “SunGard” representation and warranty), or which are contained in any document furnished at any time under or in connection herewith or therewith, 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 such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (IIB) no Default existsexists (provided that, and (III) there has been no event or circumstance since in the case of any Limited Condition Transaction, such condition shall be limited to any Specified Events of Default as of the date of the Closing Date that has had or could commitment to such increase, but shall not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each so limited as of the Lenders having a Commitment prior to funding date of such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment increase). The Revolving Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the “Post-Increase applicable Lenders”, and the Borrowers shall pay any additional amounts required pursuant to Section 4.05 resulting therefrom, to the extent necessary to keep the outstanding applicable Revolving Loans ratable among the applicable Lenders with any revised Pro Rata Shares, as applicable, arising from any nonratable increase in the applicable Revolving Loans under this Section 2.15. In addition to and not in limitation of the foregoing, as a condition precedent to any increase pursuant to Section 2.15(a), and such Post-Increase Lenders the Borrower Agent shall purchase from each such Pre-Increase Lender, at pay to the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but notAdministrative Agent, for the avoidance account of doubtthe Administrative Agent and/or the Revolving Lenders (or Additional Commitment Lenders) providing the applicable increase, the related Commitments) outstanding on such Increase Effective Date closing fees as shall be necessary in order that, after giving effect to all such assignments or transfers mutually determined by the Administrative Agent and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06Borrower Agent.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent the following, a certificate executed by each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Company, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) The Borrowers shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent reasonably deemed to be necessary by the Administrative Agent to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans Commitments under this Section; provided that the Administrative Agent and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Borrowers may designate an Increase Effective Date as shall be necessary in order that will reduce or minimize the payment of additional amounts required pursuant to Section 3.05; and provided further that, after giving effect for purposes of clarification, use of the phrase “reasonably deemed necessary by the Administrative Agent” in the preceeding portion of this sentence is not intended to all such assignments or transfers and purchases, such give the Administrative Agent discretion to allocate Committed Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Prenon-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06ratably.

Conditions to Effectiveness of Increase. As a condition precedent to such each increase, the Borrower shall deliver to the Administrative Agent such Loan Documents (or amendments thereto), in form and substance reasonably satisfactory to the followingAdministrative Agent, as the Administrative Agent shall reasonably request to reflect such increase (including, without limitation, if reasonably requested by the Administrative Agent, one or more supplements to the Vessel Mortgages reflecting such increase), together with a certificate of each Loan Party dated as of the Increase Effective Date: Date signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower each such Loan Party approving or consenting to the increased Aggregate Committed Sum (or certifying as to resolutions previously certified to the Administrative Agent and such increaseresolutions include such approval of or consent to such increased Aggregate Committed Sum), and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of and the Borrower MLP, certifying that, before and after giving effect to such increaseincreased Aggregate Committed Sum, (IA) the representations and warranties of the Borrower and the MLP 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 (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality)date, (IIB) no Default exists, or Event of Default exists and (IIIC) there has the MLP Senior Notes due February 15, 2021 have been no event refinanced in a manner not prohibited by Section 7.04 prior to or circumstance since contemporaneously with the date effectiveness of such increase. On the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then (x) the Aggregate Committed Sum shall be increased and (y) each Lender increasing its Commitment and each additional Lender, as applicable, shall purchase a portion of the Lenders having a Commitment prior to such Increase Effective Date outstanding Loans (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations Letters of Credit) of each of the other Lenders (and Swing Line such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any additional Lender, if applicable) shall hold its Pro Rata Share of the outstanding Loans (but not, for the avoidance of doubt, the related Commitmentsand participation interests) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such the increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.in

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (w) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, (x) to the extent that the increase of the Commitments shall take the form of Incremental Revolving Commitments, the terms and provisions of Revolving Credit Loans made pursuant to such Incremental Revolving Commitments shall be identical to the Revolving Credit Loans, (y) (i) the final maturity date of any such new tranche of Incremental Term Loan Commitments shall be no earlier than the Maturity Date for the Term A Loans and (IIIii) there has been the weighted average life to maturity of any such new tranche of Incremental Term Loan Commitments shall be no event or circumstance since shorter than the date remaining weighted average life to maturity of the Closing Date that has had or could be reasonably expected Term A Loans and (z) to have, either individually or in the aggregate, a Material Adverse Effect. To the extent that the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each increase of the Lenders having a Commitment prior Commitments shall take the form of an Incremental Term Loan Commitments, the terms and provisions of Loans made pursuant to such Increase Effective Date Incremental Term Loan Commitments (such Lenders, the “Pre-Increase LendersIncremental Term Loans”) shall assign or transfer be, except as to any Lender which is acquiring a new Commitment on pricing and amortization, identical to the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Term A Loans (but not, for the avoidance of doubt, the related Incremental Term Loans may, at the option of the Borrower, if set forth in the incremental joinder agreement, share in prepayments up to (but not to exceed) on a pro rata basis with any Term A Loans under Section 2.04); provided that if the Applicable Margin for any Incremental Term Loans exceeds the Applicable Margin for the Term A Loans, then the Applicable Margin for the Term A Loans shall be increased to the extent necessary so that the Applicable Margin for such Incremental Term Loans is equal to the Applicable Margin for the Term A Loans; provided, further, that in determining the Applicable Margin applicable to the Term A Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term A Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term A Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded. Unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term A Loans (except, in the case of Term A Loans, with respect to pricing and amortization) shall be deemed to include references to Revolving Credit Loans and Incremental Term Loans made pursuant to any Incremental Revolving Commitments and Incremental Term Commitments) , respectively, made under this Section 2.13. With respect to the Incremental Revolving Commitments, the Borrower shall prepay any Base Rate Loans outstanding on such any Increase Effective Date as and all Eurodollar Rate Loans at the earlier of the end of the then current Interest Period with respect thereto or the occurrence of an Event of Default (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section. With respect to the Incremental Revolving Commitments, on any Increase Effective Date, each Revolving Credit Lender that increased its Revolving Credit Commitment pursuant to this Section 2.13 and each Revolving Credit Lender that became a Revolving Credit Lender in connection with this Section 2.13 (i) will be deemed to have purchased a participation in each then outstanding Eurodollar Rate Loan that remains unpaid and Letter of Credit equal to its Applicable Percentage of such Revolving Credit Loan or Letter of Credit and the participation of each other Revolving Credit Lender in such Letter of Credit shall be necessary adjusted accordingly and (ii) will acquire, (and will pay to the Administrative Agent, for the account of each Revolving Credit Lender, in order thatimmediately available funds, after giving effect to an amount equal to) its Applicable Percentage of the Outstanding Amount of all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations Obligations. Incremental Revolving Commitments and Swing Line Loans will Incremental Term Loan Commitments shall be held evidenced by Pre-Increase Lenders a joinder agreement satisfactory to the Administrative Agent (it being understood and Post-Increase Lenders ratably agreed that at the election of the Borrower, such additional commitments in accordance with their respect of any Incremental Term Loan Commitments after giving effect to may be implemented through the addition of additional new tranches of such increase loans instead of being implemented as increases in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Dateapplicable Commitments). Such assignments or transfers Notwithstanding any other provision of any Loan Document, the Loan Documents may be amended by the Administrative Agent and purchases shall be made in accordance with Section 10.06the Loan Parties, if necessary, to provide for terms applicable to Incremental Revolving Commitments and Incremental Term Loan Commitments and loans thereunder.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (iin sufficient copies for each Appropriate Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists or would result therefrom; provided, that in the event that the Loans incurred in connection with such materiality qualifier shall not apply increased Commitments are used to finance a Permitted Acquisition or permitted Investment, the Persons providing such increased Commitments may agree to a customary “Limited Conditionality Provision”, and (ii) to the extent that any such representation or warranty is qualified by materiality), (II) no Default exists, and (III) there has been no event or circumstance since the date increase of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on shall take the relevant Increase Effective Dateform of a new term loan tranche, then each of this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent, the Lenders having providing such term loan, and the Borrower, to include such terms as are customary for a Commitment prior to such Increase Effective Date (such Lendersterm loan commitment, the “Pre-Increase Lenders”) including maturity, pricing and yield, amortization, voting, pro rata sharing and other terms and provisions. The Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to If the initial all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable with respect to such new term loan tranche) applicable to any new term loan tranche committed before eighteen months after the Term B Funding Date exceeds by more than 0.50% per annum the corresponding all-in yield (determined on the same basis) applicable to the Term B Loans (the amount of such excess above 0.50% being referred to herein as the “Post-Increase LendersYield Differential”), and then the Applicable Margin with respect to the Term B Loans shall automatically be increased by the Yield Differential, effective upon the making of such Postnew term loan tranche (it being agreed that to the extent the all-Increase Lenders in-yield with respect to such new term loan tranche is greater than the all-in-yield of the Term B Loans solely as a result of a higher Eurocurrency Rate floor, then the increased interest rate applicable to the Term B Loans shall purchase be effected solely by increasing the Eurocurrency Rate floor applicable thereto). To the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Revolving Commitments under this Section., either (a) the Borrower shall prepay any Revolving Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such the Increase Effective Date as or (b) the Revolving Lenders whose Applicable Percentages have decreased may assign a portion of their Revolving Loans to other Revolving Lenders whose Applicable Percentages have increased; provided that in each case the Borrower shall be necessary in order that, after giving effect pay any additional amounts required pursuant to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.063.05.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Incremental Revolving Credit Commitment, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increaseIncremental Revolving Credit Commitment, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increaseIncremental Revolving Credit Commitment, (IA) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct in all material respects on and as of the relevant 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 (date, and except that such materiality qualifier for purposes of this Section 2.17, the representations and warranties contained in subsection (i) of Section 4.01(g) shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materiality)most recent statements furnished pursuant to clause (b) of Section 5.03, (IIB) no Default exists, and (III) there has been no event or circumstance since the date Event of the Closing Date that has had Default exists or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments would exist after giving effect to such Incremental Revolving Credit Commitment and the application of any proceeds thereof, and (C) all accrued fees and expenses of the Agents and the Lender Parties participating in such Incremental Revolving Credit Commitment in connection with such Incremental Revolving Credit Commitment (including, without limitation, the reasonable accrued fees and expenses of counsel to the Administrative Agent as set forth in an invoice to be provided to the Borrower from the Administrative Agent) have been paid. The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 2.10) to the extent necessary to keep the outstanding Revolving Credit Advances ratable with any revised Pro Rata Shares in respect of Revolving Credit Commitments arising from any nonratable increase in the Revolving Credit Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the following, each Borrower dated as of the Revolving Commitments Increase Effective Date: Date signed by a Responsible Officer of the Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower each Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 Revolving 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 in all material respects as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default or Event of Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased The Borrower shall prepay any Revolving Loans outstanding on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Commitments Increase Effective Date (such Lenders, and pay any additional amounts required pursuant to Section 3.05) to the “Pre-Increase Lenders”) shall assign or transfer extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments. The Applicable Margin for any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in the Revolving Commitments will be determined by the Borrower and the Lenders (and after giving effect to including any new Lenders) at the time such increase is made; provided that if such agreed upon Applicable Margin exceeds the then existing Applicable Margin, the Applicable Margin for all Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06automatically increased to equal such agreed upon Applicable Margin.

Conditions to Effectiveness of Increase. As a condition precedent to such each increase, the Borrower shall deliver to the Administrative Agent such Loan Documents (or amendments thereto), in form and substance reasonably satisfactory to the followingAdministrative Agent, as the Administrative Agent shall reasonably request to reflect such increase (including, if reasonably requested by the Administrative Agent, one or more supplements to the Vessel Mortgages reflecting such increase), together with a certificate of each Loan Party dated as of the Increase Effective Date: Date signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower each such Loan Party approving or consenting to the increased Commitments (or certifying as to resolutions previously certified to the Administrative Agent and such increaseresolutions include such approval of or consent to such increased Commitments), and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of and the Borrower MLP, certifying that, before and after giving effect to such increaseincreased Commitments, (IA) the representations and warranties of the Borrower and the MLP 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 such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), (IIB) no Default exists, or Event of Default has occurred and (III) there has been no event or circumstance since is continuing. On the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then (x) the Commitments shall be increased and (y) each Lender increasing its Commitment and each additional Lender, as applicable, shall purchase a portion of the Lenders having a Commitment prior to such Increase Effective Date outstanding Loans (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations Letters of Credit) of each of the other Lenders (and Swing Line such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (but not, for the avoidance of doubt, the related Commitmentsand participation interests) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such the increase in Commitments (and after giving effect the Commitments. The Borrower shall pay any additional amounts required pursuant to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.063.05.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Increase Effective Date: Date signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) on and as of the Revolving Increase Effective Date, the representations and warranties contained in Article V and the other Loan Documents are (i) with respect to representations and warranties that contain a materiality qualification, true and correct on and as of the Revolving Increase Effective Date and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the Revolving Increase Effective Date, and except to that for purposes of this Section 2.16, the extent that such representations and warranties specifically contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to an earlier date, in which case they are true the most recent statements furnished pursuant to clauses (a) and correct as of such earlier date (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materialityb), (II) no Default existsrespectively, of Section 6.01, and (IIIB) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (both before and after giving effect to the Incremental Facility, no Default exists. The 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 Revolving Loans made outstanding on the relevant Revolving Increase Effective Date). Such assignments or transfers Date (and purchases shall be made pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in accordance with the Revolving Commitments under this Section 10.062.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the following, each Borrower dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, (C) the Borrower shall have executed and (III) there has been no event or circumstance since delivered a supplement to the date Indenture which includes the aggregate amount of the Closing Date that has had or could be reasonably expected to have, either individually or such increase in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on as a Secured Obligation and (D) the relevant Increase Effective DateBorrower shall have executed and delivered a secured promissory note, then each in form and substance similar to the Secured Note, providing for the repayment of an amount equal to the aggregate amount of such increase in the Aggregate Commitments and (E) the Borrower shall have delivered a copy of the Lenders having a Commitment prior to resolution of its Board of Directors authorizing and approving the execution, delivery and performance of such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) supplement and secured promissory note. The Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), 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. The Borrower and such Post-Increase the Lenders shall purchase from each such Pre-Increase Lender, at cooperate to enable simultaneous prepayment of Committed Loans pursuant to the funded principal amount thereof, such interest preceding sentence and borrowing of new Committed Loans under the increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Aggregate Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (i) the Borrower Company shall deliver to the Administrative Agent the following, a certificate with respect to each Loan Party dated as of the Increase Effective Date: (i) a certificate Date signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower Company (A) if the resolutions previously delivered did not approve the increased amount of Commitments, certifying and attaching the resolutions adopted by the Borrower each Loan Party approving or consenting to such increase, and (iiB) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (I1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case, they 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 true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is representations and warranties are qualified by materiality), in which case, they shall be true and correct in all respects) and (II2) no Default existsor Event of Default exists or would exist after giving effect to such increase; (ii) this Agreement will be amended by the Company, the Administrative Agent and (IIIthose Lender(s) there has been no event whose Commitment(s) is or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on or are being joined as new Lenders (but without any requirement that the relevant Increase Effective Dateconsent of any other Lenders be obtained) to reflect the revised Commitment amounts of each of the Lenders, then (iii) the Administrative Agent will deliver an updated Schedule 2.01 to the Company and each of the Lenders having (including each new Lender) reflecting the revised Aggregate Commitment amount and Pro Rata Shares of each of the Lenders and (iv) the Company and each such Lender shall execute and deliver to the Administrative Agent a Commitment prior to such Increase Effective Date (such LendersLender Addition and Acknowledgment Agreement. The Lenders shall assign, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment purchase or sell participations in, Loans outstanding on the Increase Effective Date (to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increasethe occurrence of each Incremental Commitment Increase Effective Date, the Borrower shall deliver to the Administrative Agent the following, each a certificate dated as of the applicable Incremental Commitment Increase Effective Date: Date (in sufficient copies for each Lender) and signed by a Financial Officer (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, the applicable Incremental Commitment; and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increasethe applicable Incremental Commitment, (IA) the representations and warranties of the Loan Parties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the such Incremental Commitment Increase Effective Date; provided, except to the extent that such representations and warranties specifically refer (x) that relate solely to an earlier date, in which case they are date shall be true and correct in all material respects as of such earlier date and (except that such materiality qualifier y) shall not apply to the extent that any such representation or warranty is be true and correct in all respects if they are qualified by materiality), a materiality standard; (IIB) no Default exists, or Event of Default shall have occurred and be continuing; (IIIC) there has been no event or circumstance since for the date of most recently completed Rolling Period prior to the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant applicable Incremental Commitment Increase Effective Date, then each the Borrower is in compliance with the covenants set forth in clauses (a) and (b) of Section 7.2.4 before and after giving pro forma effect to the Lenders having a Credit Extensions to be made on the Incremental Commitment prior to such Increase Effective Date (such Lenders, to the “Pre-Increase Lenders”) shall assign or transfer to any Lender which extent the Borrower is acquiring requesting a new Commitment Credit Extension on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Incremental Commitment Increase Effective Date). Such assignments or transfers and purchases , which compliance shall be made evidenced by the due completion, execution and delivery of a Compliance Certificate; provided that, in accordance the event the initial Credit Extension hereunder is requested after the Incremental Commitment Increase Effective Date, the Borrower shall be required to fulfill all conditions precedent set forth in Section 5.2 with respect to such Credit Extension, and to provide a certificate for the most recently completed Rolling Period prior to the date of such Credit Extension with respect to an Incremental Commitment that the Borrower is in pro forma compliance with the covenants set forth in clauses (a) and (b) of Section 10.067.2.4 (before and after giving pro forma effect to such Credit Extension); and (D) all reasonable fees and out-of-pocket expenses (including any accrued fees and out-of-pocket expenses) of each Lender providing such Incremental Commitment and Citibank in its capacity as Administrative Agent have been paid in full.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, 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 each Lender) signed by a Responsible Officer of the Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default or Event of Default exists, and (IIIC) there has been no event or circumstance since the date of Borrower is in compliance with the Closing Date that has had or could be reasonably expected to have, either individually or covenants set forth in Sections 7.07 and 7.08 on a pro forma basis and (iii) reaffirming and ratifying this Agreement and the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), other Loan documents and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans acknowledging and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order reaffirming that, after giving effect to such increase, the Borrower is bound by all terms of this Agreement and the other Loan Documents. If the increase is being provided by a new Lender, the Borrower shall execute and deliver a Note in favor of such assignments or transfers new Lender if so requested by such Lender. The Borrower shall prepay any Loans outstanding as of the Increase Effective Date (and purchases, such pay any additional amounts required by Section 3.05) to the extent necessary to keep the outstanding Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance ratable with their Commitments after giving effect to such any revised Applicable Percentages arising from any nonratable increase in Commitments (and after giving effect to any the Term Loan under this Section 2.14. The additional Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made by the Lenders participating therein pursuant to the procedures set forth in accordance with Section 10.062.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, (i) a certificate of each Loan Party dated as of the Increase Effective Date: (i) a certificate Date signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (A) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiB) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (I1) 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (II2) no Default exists, (ii) new Notes to each Lender who requests a Note, to the extent required as a result of the increase in the applicable Facility, (iii) an opinion of counsel as to the corporate (or partnership or limited liability company) authorization of the Borrower and the Guarantors of the increase, substantively in the form delivered on the Closing Date, and (IIIiv) there has been no event or circumstance since the date if such increase involves an increase of the Closing Date that has had or could be reasonably expected Term Commitments, an amendment to have, either individually or in this Agreement signed by the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such LendersBorrower, the “Pre-Increase Lenders”Administrative Agent and such Lenders providing such increase to amend the necessary provisions of this Article II to account for such increase in Term Commitments; provided that, the amount of each quarterly amortization payments due to any Term Lender under Section 2.07(a) shall assign or transfer to not be decreased without the consent of such Term Lender. The Borrower shall prepay any Lender which is acquiring a new Commitment Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease or new Commitments under this clause (a), the Borrower Borrowers shall deliver to the Administrative Agent a certificate of the following, each Borrowers dated as of the Increase Effective Date: Date signed by a Responsible Officer of the Borrowers (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the each Borrower approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrowers, certifying that, before and after giving effect to such increase, to the knowledge of Borrowers (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects 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 case, to the knowledge of the Borrowers, they are true and correct in all material respects as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) The Borrowers shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans Commitments under this Section (but not, for which prepayments will not be on a pro rata basis with respect to the avoidance outstanding Commitments prior to the effectiveness of doubtany such increase). Notwithstanding any provisions of this Agreement to the contrary, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Borrowers may borrow from the Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to providing such increase in the Commitments (and after giving effect on a non pro rata basis with Lenders not providing such increase) in order to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06fund such prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower each Borrower, certifying that, immediately before and after giving effect to such increasethe Incremental Facility, (IA) the representations and warranties contained in Article V and the other Loan Documents are are, (x) with respect to representations and warranties that contain a materiality qualification, true and correct in all respects, and (y) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects respects, in each case, on and as of the Revolving Increase Effective Date, except to the extent that Date (or if such representations and warranties specifically refer expressly relate to an earlier date, in which case they are true and correct as of such earlier date date), and except that, for purposes of this Section 2.15, the representations and warranties contained in subsections (except that such materiality qualifier a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, and (IIIC) there has been no event or circumstance since the date of the Closing Date that has had or could all financial covenants in Section 7.11 would be reasonably expected to have, either individually or in the aggregate, satisfied on a Material Adverse Effect. To the extent the Aggregate Commitments are being increased Pro Forma Basis on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order thatmost recent determination period, after giving effect to any such Incremental Facility (and assuming such Incremental Facility were fully drawn), (D) the maturity date of the Loans in respect of any portion of such Incremental Facility shall be no earlier than the Maturity Date of the Facility, (E) the average life to maturity of the Loans in respect of such Incremental Facility shall be no shorter than the remaining average life to maturity of the Facility, and (F) all fees and expenses owing in respect of such assignments increase to the Administrative Agent and the Lenders shall have been paid. The Borrowers shall deliver or transfers 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 Borrowers shall borrow from each New Lender and purchasesfrom each Lender increasing its Commitment on the Revolving Increase Effective Date, and such Lenders shall make, Revolving Loans to the Borrowers (in the case of Eurodollar Rate Loans, with Eurodollar Rate(s) applying to the Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)), and participation interests the Borrowers shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in L/C Obligations and Swing Line Loans will the Commitments under this Section. Each Lender’s Applicable Percentage with respect to a Letter of Credit outstanding on the Revolving Increase Effective Date shall be held by Pre-Increase Lenders and Post-Increase Lenders ratably recalculated in accordance with their Commitments after giving effect to such any revised Applicable Revolving Percentages arising from any nonratable increase in the Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii) to the extent that any such representation or warranty is qualified by materiality), (II) no Default exists, and (III) there has been no event or circumstance since the date increase of the Closing Date that has had or could Aggregate Revolving Credit Commitments shall take the form of a term loan tranche, this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent, to include such terms as are customary for a term loan commitment, including an amortization schedule applicable to each such term loan tranche reasonably expected acceptable to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then Administrative Agent and interest rate and pricing provisions applicable to each such term loan tranche determined by and acceptable to each of the Lenders having a Commitment prior to Borrower and the lenders providing such Increase Effective Date (such Lendersterm loan tranche, the “Pre-Increase Lenders”) in each case. The Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, (A) each dated as of the Increase Effective Date: (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (I) the representations and warranties contained in Article V and the other Loan Documents are shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) 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 in all material respects (except that such materiality qualifier shall not apply be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (IIB) no Event of Default exists, shall have occurred and be continuing or would result therefrom and (IIIC) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lendersif applicable, the “Pre-Increase Lenders”Borrower shall have delivered to the Administrative Agent a Joinder Agreement executed by the Borrower, the applicable Increasing Lenders(s) shall assign or transfer to any Lender which is acquiring a new Commitment on and acknowledged by the Administrative Agent. On the Increase Effective Date (i) each relevant Increasing Lender shall make available to the “Post-Increase Lenders”), and Administrative Agent such Post-Increase Lenders amounts in immediately available funds as the Administrative Agent shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but notdetermine, for the avoidance benefit of doubtthe other Lenders, the related Commitments) outstanding on such Increase Effective Date as shall be necessary being required in order thatto cause, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans to equal its Applicable Percentage of the Loans outstanding after giving effect to any the increase in the Aggregate Commitments, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans made on as of the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made Date (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 10.062.02). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Term SOFR Loan and shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.05 if the deemed payment occurs other than on the last day of the related Interest Periods.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall pay any fees agreed to in connection therewith and deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, in all material respects 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, exists and (IIIC) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregateevent of a New Term Loan, after giving effect to such New Term Loan, (x) the Outstanding Credit Exposure does not exceed the Borrowing Base minus Permitted Unsecured Debt and (y) the Borrower is in compliance, on a Material Adverse Effectpro forma basis, with the financial covenants in Section 7.11. To In the extent event of an increase in the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such LendersRevolving Commitments, the “Pre-Increase Lenders”) Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”)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. In the event of any New Term Loan, the Borrower and the Lenders providing such New Term Loan shall enter into an amendment to this Agreement as is necessary to evidence such New Term Loan and all issues related thereto, including but not limited to, pricing and maturity of such New Term Loan, and all Lenders not providing such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect New Term Loan hereby consent to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06limited scope amendment without future consent rights.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, immediately before and after giving effect to such increasethe Incremental Facility, (IA) the representations and warranties contained in Article V and the other Loan Documents are are, (x) with respect to representations and warranties that contain a materiality qualification, true and correct in all respects, and (y) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects respects, in each case, on and as of the Revolving Increase Effective Date, except to the extent that Date (or if such representations and warranties specifically refer expressly relate to an earlier date, in which case they are true and correct as of such earlier date date), and except that, for purposes of this Section 2.15, the representations and warranties contained in subsections (except that such materiality qualifier a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, and (IIIC) there has been no event or circumstance since the date of the Closing Date that has had or could all financial covenants in Section 7.11 would be reasonably expected to have, either individually or in the aggregate, satisfied on a Material Adverse Effect. To the extent the Aggregate Commitments are being increased Pro Forma Basis on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order thatmost recent determination period, after giving effect to any such Incremental Facility (and assuming such Incremental Facility were fully drawn), (D) the maturity date of the Loans in respect of any portion of such Incremental Facility shall be no earlier than the Maturity Date of the Facility, (E) the average life to maturity of the Loans in respect of such Incremental Facility shall be no shorter than the remaining average life to maturity of the Facility, and (F) all fees and expenses owing in respect of such assignments increase to the Administrative Agent and the Lenders shall have been paid. The Borrower shall deliver or transfers 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 borrow from each New Lender and purchasesfrom each Lender increasing its Commitment on the Revolving Increase Effective Date, and such Lenders shall make, Revolving Loans to the Borrower (in the case of Term SOFR Loans, with Adjusted Term SOFR Rate(s) applying to the Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)), and participation interests the Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in L/C Obligations and Swing Line Loans will the Commitments under this Section. Each Lender’s Applicable Percentage with respect to a Letter of Credit outstanding on the Revolving Increase Effective Date shall be held by Pre-Increase Lenders and Post-Increase Lenders ratably recalculated in accordance with their Commitments after giving effect to such any revised Applicable Revolving Percentages arising from any nonratable increase in the Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Commitment Increase Effective Date: (i) a certificate Date signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (A) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiB) a certificate other than in the case of the Borrower signed by a Responsible Officer Borrower, confirming its respective Guaranty and agreeing that such Guaranty shall continue to be in full force and effect and shall guarantee all of the Borrower Obligations (including with respect to any Incremental Revolving Commitment made pursuant to this Section 2.17), (C) in the case of the Borrower, certifying that, before and after giving effect to such increase, (Ix) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct in all material respects on and as of the Revolving Commitment 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 such materiality qualifier for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall not apply be deemed to refer to the extent most recent statements furnished pursuant to clauses (i) and (ii), respectively, of Section 7.01, and (y) no Default or Event of Default exists and (D) after giving effect to such Incremental Revolving Commitment on a Pro Forma Basis, certifying that any such representation or warranty is qualified by materialitythe Borrower shall be in compliance with Section 8.08(a), (II) no Default existsb), and (IIIc) there has been no event and (ii) the Borrower shall deliver or circumstance since cause to be delivered any customary legal opinions or other documents reasonably requested by the date of the Closing Date that has had or could be reasonably expected to have, either individually or Administrative Agent in the aggregate, a Material Adverse Effectconnection with such Incremental Revolving Commitment. To the extent the Aggregate Commitments are being increased on the relevant On each Revolving Commitment Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all the increase to the Aggregate Revolving Commitments occurring on such assignments or transfers and purchasesdate, such the Administrative Agent shall reallocate the outstanding Loans and participation interests in L/C Obligations and Swing Line the Revolving Commitments among the Lenders to the extent necessary to cause the outstanding Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such conform to any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments (and after giving effect to under this Section 2.17. In connection with any Loans made on such reallocation the relevant Increase Effective Date). Such assignments or transfers and purchases Borrower shall be made in accordance with required to pay any amounts that it would otherwise owe under Section 10.063.05 as a result of such reallocation.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) at the time of and after giving effect on a Pro Forma Basis to such increase in the Aggregate Commitments and any borrowings made on the Revolving Credit Increase Effective Date, the Borrower is in compliance with all covenants set forth in Section 7.11 as of the end of the most recent Measurement Period for which financial statements of the Borrower are available and (C) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased The Borrower shall prepay any Revolving Credit Loans outstanding on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Credit Increase Effective Date (such Lenders, and pay any additional amounts required pursuant to Section 3.05) to the “Pre-Increase Lenders”) shall assign or transfer extent necessary to keep the outstanding Revolving Credit Loans ratable with any Lender which is acquiring a new Commitment on revised Applicable Percentages arising from any nonratable increase in the Increase Effective Date (the “Post-Increase Lenders”)Commitments under this Section, and Borrower may use advances from Lenders having new or increased Commitments for such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, all conditions precedent in Section 4.2 must be satisfied and the Borrower shall deliver to the Administrative Agent the following, a certificate of each Credit Party (A) dated as of the Increase Effective Date: Date (iwith sufficient copies for each Lender if requested by the Administrative Agent) a certificate signed by the Secretary chief financial officer, treasurer or an Assistant Secretary officer with similar responsibilities of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, (B) certifying that (1) the resolutions authorizing such increase are true, correct, and (ii) a certificate effective as of the Borrower signed by a Responsible Officer of the Borrower certifying thatIncrease Effective Date and, before and after giving effect to such increase, (I) 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 expressly relate solely to an earlier date, date in which case they are such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.17, the representations and warranties contained in Section 5.1(i) shall not apply be deemed to refer to the extent that any such representation most recent statements furnished pursuant to Sections 6.1 or warranty is qualified by materiality)6.2, (II2) no Default existsor Event of Default exists and is continuing, and (III3) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior both before and after giving effect to such increase, as evidenced by a Compliance Certificate, the Borrower is in compliance with the Financial Covenants for the four (4) fiscal quarter period immediately preceding the Increase Effective Date (for which financial statements for the Borrower have been delivered pursuant to Sections 6.1 or 6.2. The Borrower shall, at the request of the Administrative Agent, deliver such Lendersopinions of counsel as the Administrative Agent may request in its reasonable discretion. In the event of an increase in the Revolving Loan Commitment in accordance with this Section 2.17, the “Pre-Increase Lenders”) Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Loans outstanding on the Increase Effective Date (to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitment Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans Lenders’ respective portions of the Revolving Loan Commitment under this Section (and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as Borrower shall be necessary in order that, after giving effect liable for any costs under Section 2.10 to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held the extent requested by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made a Lender in accordance with Section 10.062.10).

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease or new Commitments under this clause (a), the Borrower Borrowers shall deliver to the Administrative Agent a certificate of the following, each Borrowers dated as of the Increase Effective Date: Date signed by a Responsible Officer of the Borrowers (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the each Borrower approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrowers, certifying that, before and after giving effect to such increase, to the knowledge of Borrowers (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects 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 case, to the knowledge of the Borrowers, they are true and correct in all material respects as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or . In connection with any increase in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such LendersRevolving Credit Commitments, the “Pre-Increase Lenders”) Borrowers shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans Aggregate Revolving Credit Commitments under this Section (but not, for which prepayments will not be on a pro rata basis with respect to the avoidance outstanding Commitments prior to the effectiveness of doubtany such increase). Notwithstanding any provisions of this Agreement to the contrary, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Borrowers may borrow from the Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to providing such increase in the Commitments (and after giving effect on a non pro rata basis with Lenders not providing such increase) in order to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06fund such prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the following, each Borrower dated as of the Increase Effective Date: Date (and to the extent requested by the Administrative Agent, in sufficient copies for each Lender) signed by a Responsible Officer (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents VI are true and correct in all material respects (except, if such representation or warranty is qualified by materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is 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 true and correct as of such earlier date in all material respects (except that such materiality qualifier shall not apply to the extent that any except, if such representation or warranty is qualified by materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections 6.11(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to subsection 7.01(a), and (IIB) no Default exists, and (III) there has been no event or circumstance since . If the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Revolving Loan Commitments are being increased on a nonratable basis, the relevant Borrower shall make such nonratable borrowings and such prepayments of Loans (and pay any additional amounts required pursuant to Section 4.04) on the Increase Effective Date, then each of to the Lenders having a Commitment prior extent necessary so that after giving effect to such Increase Effective Date (such Lendersborrowings and prepayments, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on Revolving Loans outstanding are held by the Increase Effective Date (Revolving Loan Lenders ratably in accordance with the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase revised Pro Rata Shares arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for Revolving Loan Commitments under this Section 2.14. For the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as terms of the Fee Letters shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect not apply to any Loans made on fees in connection with any increase to the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Aggregate Revolving Loan Commitment pursuant to this Section 10.062.14.

Conditions to Effectiveness of Increase. As a condition precedent to any such increaseDDTL Increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the DDTL Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increaseDDTL Increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increaseDDTL Increase, (IA) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct in all material respects on and as of the DDTL 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 (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality)date, (IIB) no Default exists, at the time of and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected after giving effect on a pro forma basis to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased such DDTL Increase and any borrowings made on the relevant DDTL Increase Effective Date, then each the Borrower is in compliance with all covenants set forth in Article V as of both the Lenders having a Commitment prior to such DDTL Increase Effective Date and the end of the most recent Fiscal Quarter for which financial statements of the Borrower are available and (C) no Default exists or would exist as a result of such Lenders, the “Pre-DDTL Increase Lenders”) shall assign or transfer to and any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans borrowings made on the relevant DDTL Increase Effective Date). Such assignments or transfers and purchases The additional Delayed Draw Term Loans shall be made by the Delayed Draw Term Loan Lenders participating therein pursuant to the procedures set forth in accordance with Section 10.062.1(b).

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Increase, the (i) Borrower Agent shall deliver have delivered to the Administrative Agent the following, each a certificate dated as of the Increase Effective Date: (i) a certificate Date signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower Agent (A) certifying and attaching the resolutions adopted by the Borrower Loan Parties approving or consenting to such increaseIncrease, and (iiB) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before no Default or Event of Default would immediately exist after giving effect to the Increase, or, solely with respect to an Increase in the Term Loan Facility or an incremental term facility, as applicable, the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or other permitted Investment, (1) no Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing or would result after giving effect to such increaseIncrease and (2) no Specified Event of Default exists as of the date on which the applicable acquisition agreement for such Permitted Acquisition or other permitted Investment is executed and becomes effective, (Iii) Borrowers, Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents in such form as Administrative Agent shall reasonably require; (iii) Borrowers shall have paid such fees and other compensation to the Lenders increasing their Revolving Credit Commitments, the Lenders increasing their Term Loan Commitments or providing any incremental term loan and the Additional Lenders, as Borrowers, such Lenders and such Additional Lenders shall agree; (iv) Borrower Agent shall have delivered to Administrative Agent a certificate dated as of the Increase Effective Date evidencing that (A) on a Pro Forma Basis after giving effect to the applicable Increase, and, in the case of an Increase of the Aggregate Revolving Credit Commitments, assuming such incremental Revolving Loans are fully drawn on the Increase Effective Date, any permitted acquisitions, dispositions or prepayments of indebtedness and other appropriate pro forma adjustments to be mutually agreed by Administrative Agent and Borrowers, the Consolidated Total Net Leverage Ratio of Holdings and its Subsidiaries as of the end of the Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was equal to or less than the lesser of (1) the representations maximum Consolidated Total Net Leverage Ratio permitted pursuant to Section 7.12(a) for the Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement and warranties contained (2) 5.05 to 1.00 and (B) on a Pro Forma Basis after giving effect to the applicable Increase and any permitted acquisitions, dispositions or prepayments of indebtedness and other appropriate pro forma adjustments to be mutually agreed by Administrative Agent and Borrowers, the Consolidated Senior Net Leverage Ratio of Holdings and its Subsidiaries as of the end of the Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was equal to or less than 3.65 to 1.00; (v) Borrowers, the Lenders increasing their Commitments and each Additional Lender shall have delivered such other instruments, documents and agreements as Administrative Agent may reasonably have requested to effectuate such Increase; (vi) each of the conditions precedent set forth in Article V Section 4.02 shall have been satisfied or, solely with respect to an Increase in the Term Loan Facility or an incremental term facility, as applicable, the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or other permitted Investment (A) (1) no Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing or would result after giving effect to such Increase and (2) no Specified Event of Default exists as of the date on which the applicable acquisition agreement for such Permitted Acquisition or other Loan Documents are permitted Investment is executed and becomes effective and (B) the Specified Acquisition Agreement Representations and Specified Representations (in each case, conformed as applicable for such Permitted Acquisition or other permitted Investment) shall be true and correct in all material respects on with respect to such Specified Representations (except that any such Specified Representations qualified by materiality or material adverse effect shall be true and as of the Increase Effective Date, except correct in all respects) and true and correct in all respects with respect to such Specified Acquisition Agreement Representations; and (vii) solely to the extent that all or any portion of an Increase to the Term Loan or an incremental term loan is provided by Sponsor or any of its Affiliates (other than Holdings and its Subsidiaries and any Debt Fund Affiliates), after giving effect to such representations Increase or incremental term loan, as applicable, (x) the aggregate principal amount of the Term Loans and warranties specifically refer to an earlier dateincremental term loans held by the Sponsor and its Affiliates (other than Holdings and its Subsidiaries and any Debt Fund Affiliates) shall not at any time, in which case they are true the aggregate for all such Persons, exceed 25% of the aggregate principal amount of the Term Loans and correct as of such earlier date (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), (II) no Default existsincremental term loans then outstanding, and (IIIy) there has been no event the Sponsor and its Affiliates (other than Holdings and its Subsidiaries and any Debt Fund Affiliates) holding the Term Loans and incremental term loans shall not constitute 50% or circumstance since the date more of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, aggregate number of Lenders holding a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each portion of the Lenders having a Commitment prior to Term Loans and incremental term loans at the time of such Increase Effective Date (such Lendersor incremental term loan, as applicable. In the case of an Increase in respect of the Revolving Credit Facility, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment Revolving Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the “Post-Increase applicable Lenders”), and such Post-Increase Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding applicable Revolving Loans ratable among the applicable Lenders shall purchase with any revised Applicable Percentages, as applicable, arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the applicable Revolving Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with under this Section 10.062.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower each Borrower, certifying that, immediately before and after giving effect to such increasethe Incremental Facility, (IA) the representations and warranties contained in Article V and the other Loan Documents are are, (x) with respect to representations and warranties that contain a materiality qualification, true and correct in all respects, and (y) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects respects, in each case, on and as of the Revolving Increase Effective Date, except to the extent that Date (or if such representations and warranties specifically refer expressly relate to an earlier date, in which case they are true and correct as of such earlier date date), and except that, for purposes of this Section 2.15, the representations and warranties contained in subsections (except that such materiality qualifier a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default exists, and (IIIC) there has been no event or circumstance since the date of the Closing Date that has had or could all financial covenants in Section 7.11 would be reasonably expected to have, either individually or in the aggregate, satisfied on a Material Adverse Effect. To the extent the Aggregate Commitments are being increased Pro Forma Basis on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order thatmost recent determination period, after giving effect to any such Incremental Facility (and assuming such Incremental Facility were fully drawn), (D) the maturity date of the Loans in respect of any portion of such Incremental Facility shall be no earlier than the Maturity Date of the Facility, (E) the average life to maturity of the Loans in respect of such Incremental Facility shall be no shorter than the remaining average life to maturity of the Facility, and (F) all fees and expenses owing in respect of such assignments increase to the Administrative Agent and the Lenders shall have been paid. The Borrowers shall deliver or transfers 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 Borrowers shall borrow from each New Lender and purchasesfrom each Lender increasing its Commitment on the Revolving Increase Effective Date, and such Lenders shall make, Revolving Loans to the Borrowers (in the case of Eurodollar Rate Loans, with Eurodollar Rate(s) applying to the Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)), and participation interests the Borrowers shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in L/C Obligations and Swing Line Loans will the Commitments under this Section. Each Lender’s Applicable Percentage with respect to a Letter of Credit outstanding on the Revolving Increase Effective Date shall be held by Pre-Increase Lenders and Post-Increase Lenders ratably recalculated in accordance with their Commitments after giving effect to such any revised Applicable Revolving Percentages arising from any nonratable increase in the Commitments (under this Section. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and after giving effect to any Loans made on filed separately with the relevant Increase Effective Date). Such assignments or transfers Securities and purchases shall be made in accordance with Section 10.06Exchange Commission.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: (i) a certificate Date signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (A) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiB) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (I) 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 such materiality qualifier shall not apply to the extent that any such representation or warranty is representations and warranties are qualified by materiality, in which case they are true and correct in all respects, and except that for purposes of this Section 2.15(e), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (IIa) and (b), respectively, of Section 6.01, (ii) the Borrower, the Agent, and any Additional Commitment Lender shall have executed and delivered a Joinder Agreement; (iii) the Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and to any existing Lender increasing its Commitment as the Borrower and such Lenders shall agree; (iv) the Borrower shall have paid such arrangement fees to the Agent and such Affiliates as the Borrower and the Agent may agree; (v) the Borrower, the Additional Commitment Lenders and any existing Lender increasing its Commitment shall have delivered such other instruments, documents and agreements evidencing the Commitment Increase as the Agent may reasonably have requested; (vi) no Default exists, ; and (IIIvii) there has been no event (x) upon the reasonable request of any Lender providing all or circumstance since the date a portion of the Closing Date that has had or could be reasonably expected to have, either individually or increase in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on made at least five (5) Business Days prior to the relevant Increase Effective Date, then the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each of the Lenders having a Commitment case at least three (3) Business Days prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date and (y) at least three (3) Business Days prior to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments , any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender providing all or transfers and purchases shall be made a portion of the increase in accordance with Section 10.06the Aggregate Commitments that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

Conditions to Effectiveness of Increase. As a condition precedent Any such increase shall be subject to such increase, the following additional conditions: (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 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 2.14, 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 shall have occurred and be continuing as of the date of such notice given in accordance with Section 2.14(a) and both immediately before and after giving effect thereto as of the Revolving Credit Increase Effective Date; (ii) the increase in Aggregate Commitments shall be on the same terms and conditions as this Agreement (except that with respect to upfront or similar fees payable to the Lenders providing such materiality qualifier shall not apply increase and arrangement fees), including benefiting from the same guarantees and secured by the same liens and Collateral; (iii) the increase in Aggregate Commitments, to the extent arising from the admission of an Eligible Assignee as a Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Borrower, the new Lender(s) and the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (iv) neither the funding of such increase (assuming that any such representation or warranty is qualified by materiality), (II) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments as so increased are being increased fully drawn) nor the existence of the Liens securing the same would exceed 95% of any applicable limitation under the Term Loan Documents or any other agreement governing material Indebtedness for borrowed money of the Loan Parties and their Subsidiaries; (v) the Borrower shall pay all reasonable and documented out-of-pocket fees and expenses in connection with the increase in Aggregate Commitments, including payments required pursuant to Section 3.05 in connection with the increase; and (vi) the Borrower shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Administrative Agent in connection with such increase. The Borrower shall prepay any Revolving Credit Loans outstanding on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Credit Increase Effective Date (such Lenders, and pay any additional amounts required pursuant to Section 3.05) to the “Pre-Increase Lenders”) shall assign or transfer extent necessary to keep the outstanding Revolving Credit Loans ratable with any Lender which is acquiring a new Commitment on revised Applicable Percentages arising from any nonratable increase in the Increase Effective Date (the “Post-Increase Lenders”)Commitments under this Section, and the Borrower may use advances from Lenders having new or increased Commitments for such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, all conditions precedent in Section 4.2 must be satisfied and the Borrower Borrowers shall deliver to the Administrative Agent the following, a certificate of each Credit Party (A) dated as of the Increase Effective Date: Date (iwith sufficient copies for each Lender if requested by the Administrative Agent) a certificate signed by the Secretary chief financial officer or an Assistant Secretary officer with similar responsibilities of the Borrower certifying and attaching the resolutions adopted by the Borrower Borrowers approving or consenting to such increase, (B) certifying that (1) the resolutions authorizing such increase are true, correct, and (ii) a certificate effective as of the Borrower signed by a Responsible Officer of the Borrower certifying thatIncrease Effective Date and, before and after giving effect to such increase, (I) 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 expressly relate solely to an earlier date, date in which case they are such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.1(f), the representations and warranties contained in Section 5.1(k) shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materiality)most recent statements furnished pursuant to Section 7.1 and Section 7.2, (II2) no Default existsor Event of Default exists and is continuing, and (III3) there has been no event or circumstance since the date of Borrowers are in compliance with the Closing Date that has had or could be reasonably expected to have, either individually or in Financial Covenants on a Pro Forma Basis for the aggregate, a Material Adverse Effect. To four (4) fiscal quarter period immediately preceding the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date for which financial statements for the Parent have been delivered pursuant to Section 7.1(b) or 7.2 (whether or not the Financial Covenants are required to be tested pursuant to Section 8.8 at such Lenderstime). The Borrowers shall, at the request of the Administrative Agent, deliver such opinions of counsel as the Administrative Agent may request in its reasonable discretion. In the event of an increase in the Revolving Loan Commitment in accordance with this Section 2.1(f), the “Pre-Increase Lenders”) Borrowers shall assign or transfer to prepay any Lender which is acquiring a new Commitment Revolving Loans outstanding on the Increase Effective Date (to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitment Ratios arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans Lenders’ respective portions of the Revolving Loan Commitment under this Section (and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as Borrowers shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to liable for any Loans made on the relevant Increase Effective Datecosts under Section 2.9). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) at the time of and after giving effect on a Pro Forma Basis to such increase in the Aggregate Commitments and any borrowings made on the Revolving Credit Increase Effective Date, the Borrower is in compliance with all covenants set forth in Section 7.11 as of the end of the most recent Measurement Period for which financial statements of the Borrower are available and (C) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased The Borrower shall prepay any Revolving Credit Loans outstanding on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Credit Increase Effective Date (such Lenders, and pay any additional amounts required pursuant to Section 3.05) to the “Pre-Increase Lenders”) shall assign or transfer extent necessary to keep the outstanding Revolving Credit Loans ratable with any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans Commitments under this Section and participation interests in L/C Obligations and Swing Line Loans (but not, the Borrower may use advances from the Lenders having new or increased commitments for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the followingsuch information as may be requested pursuant to Section 4.01(a)(viii), each and a certificate dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary of the Borrower a Responsible Officer (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (iiy) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, exists and (IIIii) there has been no event or circumstance since (x) upon the date reasonable request of any Lender made at least ten days prior to the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each of the Lenders having a Commitment case at least five days prior to such the Increase Effective Date and (such Lendersy) at least five days prior to the Increase Effective Date, if the Borrower qualifies as a “Pre-Increase Lenders”) legal entity customer” under the Beneficial Ownership Regulation it shall assign or transfer have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to it. The Borrower shall prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with under this Section 10.062.15.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (IIB) no Default existsor Event of Default exists and (ii)(x) upon the request of any Additional Lender made at least seven (7) days prior to the Increase Effective Date, the Borrower shall have provided to such Additional Lender, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could such Additional Lender shall be reasonably expected satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least three (3) days prior to havethe Increase Effective Date and (y) at least three (3) days prior to the Increase Effective Date, either individually or in any Loan Party that qualifies as a “legal entity customer” under the aggregateBeneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Material Adverse EffectBeneficial Ownership Certification in relation to such Loan Party. To the extent that the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each increase of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, Total Credit Exposure shall take the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring form of a new Commitment term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Postextent necessary to keep the outstanding Loans ratable with any revised Applicable Revolving Credit Percentages arising from any non-Increase Lenders”)ratable increase in the Total Credit Exposure of any Lender under this Section, and each Loan Party shall execute and deliver such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at documents or instruments as the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect Administrative Agent may reasonably require to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to evidence such increase in Commitments (the Total Credit Exposure under the Revolving Credit Facility of any Lender and after giving effect to any Loans made on ratify each such Loan Party’s continuing obligations here under and under the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06Loan Documents.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (1) the Borrower Company shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Appropriate Lender under Tranche 1) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Company, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualification included in the terms of any such representation or warranty) 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 (without duplication of any materiality qualification included in the terms of any such representation or warranty) as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, exists and (III2) there has been no event or circumstance since (i) upon the date reasonable request of any Appropriate Lender under Tranche 1 made at least ten (10) days prior to the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of Borrower shall have provided to such Lender the Lenders having a Commitment documentation and other information so requested in connection with its KYC Obligations, in each case at least five (5) days prior to such the Increase Effective Date and (ii) at least five (5) days prior to the Increase Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Appropriate Lender under Tranche 1 that so requests, a Beneficial Ownership Certification in relation to such Lenders, the “Pre-Increase Lenders”) Borrower. The Borrowers shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans Commitments under this Section. (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Datef). Such assignments or transfers and purchases shall be made in accordance with Section 10.06.

Conditions to Effectiveness of Increase. As a condition precedent The effectiveness of the increase to such increase, the Facility is subject to satisfaction of the following conditions: (1) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III2) there has been no event or circumstance since the date Borrower, the Administrative Agent and the Lenders who have agreed to increase their Commitments shall enter into an amendment to this Agreement dated as of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each which amendment sets forth the terms of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) increase. The Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but notCommitments under this Section 2.15; provided, for however, that such prepayments shall not reduce the avoidance of doubt, amount otherwise available to the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06Borrower.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall (i) deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (A) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiB) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (I1) 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 (date, and except that such materiality qualifier for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (II2) no Default exists, exists and (IIIii) there has been no event or circumstance since pay to Agent, for the date account of each Lender in accordance with their respective Applicable Percentages, an upfront fee in an amount equal to one eighth of one percent (0.125%) of the Closing Date that has had or could be reasonably expected to have, either individually or amount of the requested increase in the aggregate, a Material Adverse EffectAggregate Commitments. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then The upfront fee paid to each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) Lender will be solely for its own account and will be nonrefundable for any reason whatsoever when paid. The Borrower shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Closing Date signed by an Authorized Person of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (IA) the representations and warranties of each Borrower or its Subsidiaries contained in Article V and this Agreement or in the other Loan Documents are shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Increase Effective Date, Closing Date (except to the extent that such representations and warranties specifically refer relate solely to an earlier date, in which case they are true and correct as of such earlier date (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), and (IIB) no Default exists, or Event of Default shall have occurred and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment continuing on the Increase Effective Date (Closing Date, nor shall either result from the “Post-Increase Lenders”), making thereof. The outstanding Advances and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Pro Rata Shares of Swing Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance Letters of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans Credit will be held reallocated by Pre-Agent on the applicable Increase Closing Date among Lenders and Post-Increase (including the new Lenders ratably providing a portion of such increase) in accordance with their Commitments after giving revised Pro Rata Shares and Lenders (including such new Lenders) agree (I) to make all payments and adjustments necessary to effect such reallocation and Borrowers shall pay any and all costs required pursuant to Section 2.12 in connection with such increase in Commitments reallocation as if such reallocation were a repayment and (and after giving effect to II) without any Loans made further action or consent on the relevant Increase Effective Date). Such assignments or transfers and purchases shall part of any Lender, any changes to the Loan Documents as may be made in accordance with Section 10.06necessary to reflect such increase, if any, that do not adversely affect the rights of any Lenders.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the following, each Borrower dated as of the Term Increase Effective Date: Date signed by a Responsible Officer of the Borrower (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower each Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (date, and except that such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the The additional Term Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary made by the Term Lenders participating therein pursuant to the procedures set forth in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Section 2.02. The Applicable Rate for any additional Term Loans will be held determined by Pre-Increase the Borrower and the Term Loan Lenders (including any new Term Loan Lenders) at the time such additional Term Loan is made; provided that if such Applicable Rate would exceed the Applicable Rate for the Term Loan Facility or the Revolving Credit Facility, the Applicable Rate for the Term Loan Facility and Post-Increase Lenders ratably in accordance with their Commitments after giving effect the Revolving Credit Facility (including any prior increases to such increase in Commitments (and after giving effect the Revolving Credit Facility or Term Loan Facility) shall be automatically increased to any Loans made equal the Applicable Rate on the relevant Increase Effective Date). Such assignments new Term Loans or transfers and purchases shall be made in accordance with Section 10.06new Revolving Credit Loans.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (IIB) no Default existsexists or would arise from such increase, and (IIIC) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase (assuming that the amount of such increase was fully drawn), the Borrower would be in Commitments pro forma compliance with the requirements of Section 7.10 (assuming that such increase in the Revolving Credit Facility is fully drawn and as set forth below). The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and after giving effect pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section. If the proceeds from any increased or additional Revolving Credit Loans made on are to be used by the relevant Borrower, Holdings or any of their respective Subsidiaries to make any Acquisition and such Acquisition is to be consummated, or an acquisition agreement for such Acquisition is to be executed, as of the Revolving Increase Effective Date, then the pro forma calculation described above shall take into account the EBITDA of the Person, or attributable to the assets, acquired in such Acquisition for the applicable Measurement Period as set forth in the definition of “EBITDA” (including taking into account any pro forma expense and cost reductions as set forth therein). Such assignments If the proceeds from any increased or transfers additional Revolving Credit Loans are to be used by the Borrower, Holdings or any of their respective Subsidiaries to purchase, repay or otherwise satisfy any Indebtedness, then the pro forma calculation described above shall take into account such repayment (including any principal reduction of such Indebtedness and purchases shall be made any pro forma interest savings for the applicable Measurement Period as set forth in accordance with Section 10.06the definition of “EBITDA”).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent the following, a certificate executed by each Loan Party dated as of the Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Company, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materialitymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (IIB) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) The Borrowers shall assign or transfer to prepay any Lender which is acquiring a new Commitment Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent reasonably deemed to be necessary by the Administrative Agent to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans Commitments under this Section; provided that the Administrative Agent and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Borrowers may designate an Increase Effective Date as shall be necessary in order that will reduce or minimize the payment of additional amounts required pursuant to Section 3.05; and provided further that, after giving effect for purposes of clarification, use of the phrase “reasonably deemed necessary by the Administrative Agent” in the preceding portion of this sentence is not intended to all such assignments or transfers and purchases, such give the Administrative Agent discretion to allocate Committed Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Prenon-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06ratably.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 (date, and except that such materiality qualifier for purposes of this Section 2.14, the representations and warranties contained in Section 5.04 shall not apply be deemed to refer to the extent that any such representation or warranty is qualified by materiality)most recent statements furnished pursuant to clauses (a) and (b) of Section 6.01, and (IIB) no Default exists, exists and (IIIii)(A) there has been no event or circumstance since upon the date reasonable request of any Lender made at least ten days prior to the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each of the Lenders having a Commitment case at least five days prior to such the Increase Effective Date and (such LendersB) at least five days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the “Pre-Increase Lenders”) Borrower shall assign or transfer to deliver a Beneficial Ownership Certification. The Borrower shall prepay any Lender which is acquiring a new Commitment Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from each such Pre-Increase Lender, at the funded principal amount thereof, such interest any nonratable increase in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06under this Section.

Conditions to Effectiveness of Increase. As a condition precedent Any such increase shall be subject to such increase, the following additional conditions: (i) the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date: Date (iin sufficient copies for each Lender) a certificate signed by the Secretary or an Assistant Secretary a Responsible Officer of the Borrower such Loan Party (x) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiy) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) 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 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 2.14, 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 shall have occurred and be continuing as of the date of such notice given in accordance with Section 2.14(a) and both immediately before and after giving effect thereto as of the Revolving Credit Increase Effective Date; (ii) the increase in Aggregate Commitments shall be on the same terms and conditions as this Agreement (except that with respect to upfront or similar fees payable to the Lenders providing such materiality qualifier shall not apply increase and arrangement fees), including benefiting from the same guarantees and secured by the same liens and Collateral; (iii) the increase in Aggregate Commitments, to the extent arising from the admission of an Eligible Assignee as a Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Borrower, the new Lender(s) and the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Agent; (iv) neither the funding of such increase (assuming that any such representation or warranty is qualified by materiality), (II) no Default exists, and (III) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments as so increased are being increased fully drawn) nor the existence of the Liens securing the same would exceed 95% of any applicable limitation under the Senior Notes Indenture or any other agreement governing material Indebtedness for borrowed money of the Borrower and its Subsidiaries; (v) the Borrower shall pay all reasonable and documented fees and expenses in connection with the increase in Aggregate Commitments, including payments required pursuant to Section 3.05 in connection with the increase; and (vi) the Borrower shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Administrative Agent in connection with such increase. Borrower shall prepay any Revolving Credit Loans outstanding on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Revolving Credit Increase Effective Date (such Lenders, and pay any additional amounts required pursuant to Section 3.05) to the “Pre-Increase Lenders”) shall assign or transfer extent necessary to keep the outstanding Revolving Credit Loans ratable with any Lender which is acquiring a new Commitment on revised Applicable Percentages arising from any nonratable increase in the Increase Effective Date (the “Post-Increase Lenders”)Commitments under this Section, and Borrower may use advances from Lenders having new or increased Commitments for such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (and after giving effect to any Loans made on the relevant Increase Effective Date). Such assignments or transfers and purchases shall be made in accordance with Section 10.06prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent the following, a certificate of each Loan Party dated as of the Revolving Increase Effective Date: Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) a certificate in the case of the Borrower signed by a Responsible Officer of the Borrower Borrower, certifying that, before and after giving effect to such increase, (IA) the representations and warranties contained in Article V and the other Loan Documents (1) that contain a materiality qualification, are true and correct, on and as of the Revolving Increase Effective Date and (2) that do not contain a materiality qualification, are true and correct in all material respects respects, on and as of the Revolving Increase Effective Date, and except that for purposes of this Section 2.16, (x) the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the extent most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (y) any representation and warranty that by its terms is made only as of an earlier date, shall remain true and correct in all material respects (or in the case of such representations and warranties specifically refer that are subject to an earlier datea materiality qualification, in which case they are true and correct all respects) as of such earlier date (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality), (II) no Default exists, and (IIIB) there has been no event or circumstance since the date of the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. To the extent the Aggregate Commitments are being increased on the relevant Increase Effective Date, then each of the Lenders having a Commitment prior to such Increase Effective Date (such Lenders, the “Pre-Increase Lenders”) shall assign or transfer to any Lender which is acquiring a new Commitment on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from each such Pre-Increase Lender, at the funded principal amount thereof, such interest in the Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Commitments) outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Commitments after giving effect to such increase in Commitments (both before and after giving effect to the Incremental Facility, no Default exists. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions to the extent required by Section 6.13 or Section 6.14) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Revolving Loans made outstanding on the relevant Revolving Increase Effective Date). Such assignments or transfers Date (and purchases shall be made pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in accordance with the Revolving Commitments under this Section 10.062.16.