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 a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ab) and (ba), respectively, of Section 6.017.01, and (B) no Default exists. In additionthe event of an increase in the Revolving Credit Commitment in accordance with this Section, the Borrower Company shall (i) prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section. In the event of an increase in the Term A-1 Loans in accordance with this Section, the additional Term A-1 Loans shall be made by the Term A-1 Lenders participating therein pursuant to the procedures set forth in Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b), (c) and (bd), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each Section. In addition, the Borrowers shall, to the extent requested by any Lender(s), deliver to such Lender(s), as of the other Loan Parties to executeIncrease Effective Date, new Notes representing the Commitment(s) of such Lender(s), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VII and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) 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 qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (aeach of Sections 7.05(a) and (b7.05(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 8.01(a) and (b8.01(b), respectively, and shall refer to the Consolidated Group rather than to the predecessor of Section 6.01Parent, and (B) no Default exists. In addition, the Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer Person of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, and (iii) demonstrating to the satisfaction of the Administrative Agent that the Borrower will be in pro forma compliance with the financial covenants set forth in Section 6.12 after giving effect to such increase. The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each Section. The Applicable Percentages of the other Loan Parties to execute), such amendments Lenders shall be recalculated concurrently with the effectiveness of any increase in the Aggregate Commitments pursuant to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection 2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party the Company dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Company (ix) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section toSection 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Increase Effective Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Event of Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.07) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16Section, 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, no Default exists. In addition, the The Borrower shall deliver or cause to be delivered any other customary documents (iincluding, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. In addition, the The Borrower shall (ideliver or cause to be delivered any other customary documents, including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (Ax) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (By) no Default existsexists and (ii) pay to each Person entitled thereto (including, without limitation, any Arranger, any Lender and/or Eligible Assignee participating in any such increase in the Aggregate Commitments) all fees payable in connection with such increase in the Aggregate Commitments as agreed to by such Person and the Borrowers. In addition, the Borrower The Borrowers shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall will deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by the Borrower, if the Administrative Agent reasonably deems such Loan Party resolutions necessary, approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties are already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) will prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increasethe occurrence of each Commitment Increase Effective Date, the Borrower AMRC shall deliver to the Administrative Agent a certificate of dated each Loan Party dated as of the applicable Commitment Increase Effective Date (in sufficient copies for each Lender) and signed by a Responsible Financial Officer of such Loan Party each Borrower (i) certifying and attaching the resolutions adopted by such Loan Party each Borrower approving or consenting to such increase, the applicable Incremental Commitment and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increaseIncrease Effective Date and any Incremental Loans made on such date, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the such 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained date in subsections (a) all material respects and (by) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) true and (b), respectively, of Section 6.01, and correct in all respects if they are qualified by a materiality standard; (B) no Default existsor Event of Default shall have occurred and be continuing; and (C) all reasonable fees due and payable to each Delayed Draw Term Lender or Revolving Lender (including in its capacity as Administrative Agent) providing such Incremental Commitment have been or simultaneously will be paid in full. In addition, prior to the Borrower shall (i) prepay any Committed Loans outstanding on the occurrence of each Commitment Increase Effective Date (this Agreement shall have been amended, on terms reasonably satisfactory to the Administrative Agent and pay any additional amounts required pursuant to Section 3.05) the Borrowers, to the extent necessary to keep evidence the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateIncremental Loans.

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 dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (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 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) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower The Loan Parties shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

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 the Company dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Company (i) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateDate (unless any such representation or warranty is qualified by materiality, in which event such representation or warranty is true and correct in all respects), 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 (unless any such representation or warranty is qualified by materiality, in which event such representation or warranty was true and correct in all respects on and as of such earlier date), and except that for purposes of this Section 2.162.12, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsexists and (C) the Company is in pro forma covenant compliance with each of the financial covenants set forth in Section 7.04 accompanied by reasonably detailed calculations to evidence such compliance in form and substance substantially similar to the calculations contemplated by the Compliance Certificate. In addition, the Borrower The Borrowers shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Borrower Company shall (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiB) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (Ax) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (By) no Default existsexists and (z) the Company is in compliance with the financial covenants set forth in Section 7.11 and (ii) the Company shall have paid any applicable fee (in an amount, and to the extent, mutually agreed upon at the time of such election) related to each such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). In addition, the Borrower The Borrowers shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Section 5 and the other Loan Credit Documents are true and correct in all material respects on and as of the Increase Effective Date, except that: (1) if a qualifier relating to the extent that materiality or Material Adverse Effect applies, then such representations representation or warranty shall be true and warranties correct in all respects, (2) if any such representation or warranty specifically refer refers to an earlier date, in which case they are then such representation or warranty shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality or Material Adverse Effect applies, then such representation or warranty shall be true and correct in all respects as of such earlier date, ) and except that (3) for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.9 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aa)(i) and (bii), respectively, of Section 6.016.6, and (B) no Default existsexists or will result from such increase in the Commitments. In addition, the The Borrower shall prepay (inonratably, to the extent necessary) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) each of the conditions set forth in Section 4.02 shall have been satisfied; (B) the representations and warranties contained in Article V and the other Loan Documents that are subject to materiality and Material Adverse Effect qualifications are true and correct in all respects and the representations and warranties contained in Article V and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (aSections 5.05(a) and (bc) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01, and (BC) no Default exists. In addition, the The Borrower shall (i) prepay deliver or cause to be delivered any Committed Loans outstanding on other customary documents, including, without limitation, legal opinions, as reasonably requested by the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable Administrative Agent in connection with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateRevolving Credit Facility.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Section. Administrative Agent shall reasonably deem appropriateadjust the Applicable Percentages accordingly.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. In addition, the The Borrower shall (i) deliver or cause to be delivered any other customary documents, including, without limitation, legal opinions as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents that are qualified by materiality shall be true and correct on and as of the Increase Effective Date, and that are not qualified by materiality shall be true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, the The Borrower shall (i) prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease (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 (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseIncrease, (i) the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Closing Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseIncrease, and (iiy) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increaseIncrease, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.11, and (B) no Default exists. In addition, the Borrower shall or Event of Default exists and (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05ii) to the extent necessary that such Increase shall take the form of a term loan tranche, this Agreement shall be amended, in form and substance satisfactory to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising Administrative Agent, the Company and the lenders in respect of such term loan tranche, to include such terms as are customary for a term loan commitment; provided that (I) the terms and conditions applicable to a term loan tranche may be materially different from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each those of the other Loan Parties Loans to execute), the extent such amendments differences are reasonably acceptable to this Agreement and the other Loan Documents as the Administrative Agent and (II) the interest rates, maturity and amortization schedule applicable to such term loan shall reasonably deem appropriatebe determined by the Company and the Lenders holding commitments in such term loan tranche.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiB) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (A1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.1, and (B2) no Default exists. In addition, (ii) counsel for the Borrowers shall have provided to the Administrative Agent a supplemental opinion in form and substance reasonably satisfactory to the Administrative Agent and (iii) the Borrowers, the Borrower Lenders and any such additional Eligible Assignees shall (i) otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such increase. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

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 dated as of the Floorplan Increase Effective Date (in sufficient copies for each Floorplan Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Floorplan Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.162.23, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower The Company shall (i) prepay any Committed Floorplan Facility Loans outstanding on the Floorplan Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Floorplan Facility Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Floorplan Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall have been true and correct as of such earlier date, and except that for purposes of this Section 2.16Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. In addition, the The Borrower shall (ideliver or cause to be delivered any other customary documents, including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality), on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer that relate solely to an earlier date, in which case they are date shall be true and correct as of such earlier date (except to the extent such representations and warranties are qualified by materiality, in which case, such representations and warranties shall have been true and correct in all respects as of such earlier date), and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the 66 most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existshas occurred and is continuing, and the Borrowers shall pay any necessary fees payable to the Administrative Agent and the Lenders. In addition, the Borrower The Borrowers shall (i) prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Borrower shall deliver to the Revolving Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V IV and the other Loan Credit Documents are true and correct in all material respects on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.162.22, the representations and warranties contained in subsections (a) and (b) of Section 5.05 4.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.015.2, and (B) no Default existsexists and (ii) modification/downdate endorsements to the title insurance policies applicable to the Revolving Mortgages in form and substance reasonably satisfactory to the Revolving Administrative Agent. In addition, the The Borrower shall (i) prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.18) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

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 dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided that representations qualified by “materiality” or “Material Adverse Effect” 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 that specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that representations qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition conditions precedent to any such increase, the Borrower shall (i) pay any fees agreed to in connection therewith, (ii) deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, Borrower certifying that, before and after giving effect to such increase, (Ax) no Default exists, and (y) the representations and warranties of the Borrower contained in Article V and the or any other Loan Documents are Document shall be true and correct in all material respects (unless already qualified by materiality or “Material Adverse Effect,” in which case they shall be true and correct in all respects), on and as of the Increase Effective Datedate of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (unless already qualified by materiality or “Material Adverse Effect,” in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.162.14(e)(ii)(B)(y), the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01and the references in Sections 5.05, 5.06 and 5.09 to “Effective Date” shall be deemed to refer to the Increase Effective Date and (B) no Default exists. In addition, the Borrower shall (iiii) prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages Revolving Commitments arising from any nonratable increase in the Aggregate Revolving Commitments under pursuant to this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate2.14.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Financial Officer of such Loan Party (ix) certifying by such Loan Party approving or consenting to such increase (and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease to the extent required under such Loan Party’s organization documents), and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct in all material respects (except to the extent qualified by materiality, material adverse effect or words or phrases of similar import, in which case such representations and warranties so qualified 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 were ​ ​ true and correct as of such earlier date, and except that for purposes of this Section 2.162.22, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and or (b), respectivelyas applicable, of Section 6.01, 5.01 and (B) no Default exists. In additionconnection with an increase to the Revolving Credit Facility, the Borrower shall (i) prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.16)) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by of such Loan Party approving or consenting to authorizing such increase, increase and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct as to the Borrower in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.162.12, the representations and warranties contained in subsections (aSection 5.01(e) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (bSection 6.01(c), respectively, of Section 6.01, and (B) no Default exists. In additionOn or as soon as practicable after the Increase Effective Date, the Borrower and the Administrative Agent shall cooperate to cause such Borrowings and repayments of Loans (i) prepay in each case, notwithstanding any Committed Loans outstanding on term to the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05contrary herein, which may be nonratable) to the extent be made as are necessary to keep cause any outstanding Loans to be held by the outstanding Committed Loans ratable Lenders ratably in accordance with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increaseincrease and to the application of the proceeds therefrom, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be Altera Credit Agreement deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsor Event of Default has occurred and is continuing. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (1) 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 (2) except that for purposes of this Section 2.16, (x) the representations and warranties contained in subsections (a), (b) and (bc) 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 (y) the representations and warranties contained in Section 5.13(a) shall be deemed to refer to the most recent update to Schedule 5.13(a) furnished pursuant to Section 6.02(a)(ii) and shall be true and correct in all material respects as of the effective date of such update, (z) the representations and warranties contained in the first and second sentences of Section 5.21 shall be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and shall be true and correct in all material respects as of the effective date of such update, and (B) no Default or Event of Default exists. In addition, the Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised The Applicable Percentages arising from of the Lenders shall be recalculated concurrently with the effectiveness of any nonratable increase in the Commitments under Aggregate pursuant to this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (ix) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct 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, and date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) and (iii) for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In additionUnless otherwise agreed by the Administrative Agent, the Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.06) 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 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Parent Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Parent Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, that (A) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality 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 were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) as of the Increase Effective Date, and immediately after giving effect to such increase, no Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Revolving Commitments under this Section 2.16 and (ii) execute (and cause each of shall provide a Note to any new Revolving Lender joining on the other Loan Parties to execute)Increase Effective Date, such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateif requested.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party Co-Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Co-Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Co-Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” 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 that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower The Co-Borrowers shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

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 an Officer's Certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party Company approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Potential Event of Default existsor Event of Default exists or shall result from such increase to the Revolving Loan Commitment Amount. In additionThe Lenders (new or existing) shall accept an assignment from the existing Lenders, and the Borrower existing Lenders shall (i) prepay any Committed Loans make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding on Loan and Letter of Credit such that, after giving effect thereto, all Revolving Loan Exposure hereunder is held ratably by the Increase Effective Date (and pay any additional amounts required Lenders in proportion to their respective Commitments, Assignments pursuant to Section 3.05) to the extent necessary to keep preceding sentence shall be made in exchange for the outstanding Committed Loans ratable with principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. Company shall make any revised Applicable Percentages arising payments under Subsection 2.6D resulting from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateassignments.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowing Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V V, in the case of the Borrowers, and the other Loan Documents Documents, in the case of each Loan Party party thereto, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In additionAt the request of the Administrative Agent, the Borrower Borrowers shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, increase and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents that are qualified by materiality shall be true and correct on and as of the Increase Effective Date, and such representations and warranties that are not qualified by materiality shall be 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 shall be true and correct in all material respects as of such earlier datedate (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), and except that for purposes of this Section 2.162.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished delivered pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, The Borrower and the Borrower Designated Borrowers shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer an authorized officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such other than representations and warranties specifically refer that relate solely to an earlier date, date (in which case they are true and correct as of such earlier date) and except for changes thereto which are not prohibited by the other terms of this Agreement or the other Loan Documents, and except that for purposes of this Section 2.162.29, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.015.1, and (B) no Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Revolving Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.19(b)) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section 2.16 Section. In addition, the Borrowers shall pay such fees and (ii) execute (and cause each of other compensation as the other Loan Parties to execute)Borrowers, such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateand each such Lenders may agree.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Acquisition Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (i) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) 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 Acquisition Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Acquisition Loans (which may be with the proceeds of Acquisition Loans received on such date) outstanding on the Acquisition Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Acquisition Loans ratable with any revised Applicable Acquisition Percentages arising from any nonratable increase in the Acquisition Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.19, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. In addition, the The Borrower shall deliver or cause to be delivered any other customary documents (iincluding, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate2.19.

Conditions to Effectiveness of Increase. As a condition precedent An increase in the aggregate Revolving Commitments pursuant to such increase, this Section 2.16 shall become effective (the Borrower shall deliver to “Revolving Commitment Increase Effective Date”) upon the receipt by the Administrative Agent of (i) a certificate of each Loan Party dated as of the Revolving Commitment Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Person (iA) certifying and attaching the resolutions adopted by such Loan Party Person approving or consenting to such increase, (B) amendments to Rig Mortgages to reflect the increased aggregate principal amount of the Revolving Commitments, and (iiC) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) 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 Commitment Increase Effective DateDate (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects), 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 (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B2) no Event of Default exists. In addition, the Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (has occurred and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 is continuing and (ii) execute (a joinder agreement, in form and cause each of the other Loan Parties substance reasonably satisfactory to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateAgent, executed by the Borrower, each Additional Lender and each other Lender whose Revolving Commitment is to be increased.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (1) 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 (2) except that for purposes of this Section 2.16, (x) the representations and warranties contained in subsections (a), (b) and (bc) 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 (y) the representations and warranties contained in Section 5.13(a) shall be deemed to refer to the most recent update to Schedule 5.13(a) furnished pursuant to Section 6.02(a)(ii) and shall be true and correct in all material respects as of the effective date of such update, (z) the representations and warranties contained in the first and second sentences of Section 5.21 shall be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and shall be true and correct in all material respects as of the effective date of such update, and (B) no Default or Event of Default exists. In addition, the The Borrower shall (i) prepay any Revolver Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolver Committed Loans ratable with any revised Applicable Revolver Percentages arising from any nonratable increase in the Revolver Loan Commitments under this Section 2.16 and (ii) execute (and cause each Section. The Applicable Revolver Percentages of the other Loan Parties to execute), such amendments Lenders shall be recalculated concurrently with the effectiveness of any increase in the Aggregate Revolver pursuant to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection 2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties 90 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 (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Event of Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.07) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

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 dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties (1) of the Borrowers contained in Article V and the (2) of each Loan Party contained in each other Loan Documents Document or in any document furnished at any time under or in connection herewith or therewith, are (x) in the case of representations and warranties that are qualified as to materiality, true and correct, and (y) in the case of representations and warranties that are not qualified as to materiality, true and correct in all material respects, in each case on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct or true and correct in all material respects, as the case may be, as of such earlier date; provided, and except that for purposes of this Section 2.16that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.09 shall be deemed to refer to the most recent statements Financial Statements furnished pursuant to clauses (a) and (b), respectively, ) of Section 6.01, and (B) no Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Aggregate Revolving Credit Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Loan Party Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties of each Loan Party contained in Article V and the other Loan Documents are true and correct correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.17, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. In additionThe Loan Parties 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 (i) prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate2.17.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseany Incremental Amendment, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsor Event of Default shall have occurred and be continuing. In additionWithin 90 days (as such period may be extended in the reasonable discretion of the Administrative Agent) after giving effect to any Incremental Amendment or issuance of Permitted Senior Notes pursuant to clause (g) below, the Borrower aggregate amount of Obligations specified in any Mortgage to be secured by the real property the subject of such Mortgage shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant be equal to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase an amount that is at least $100,000,000 in the Commitments under this Section 2.16 and (ii) execute (and cause each excess of the other Loan Parties to execute), such amendments to this Agreement sum of (x) the aggregate Revolving Credit Commitments plus (y) all amounts committed or outstanding under Incremental Facilities and the other Loan Documents as the Administrative Agent shall reasonably deem appropriatePermitted Senior Notes issued in lieu thereof.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (1) 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 (2) except that for purposes of this Section 2.16, (x) the representations and warranties contained in subsections (a), (b) and (bc) 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 (y) the representations and warranties contained in Section 5.13(a) shall be deemed to refer to the most recent update to Schedule 5.13(a) furnished pursuant to Section 6.02(a)(ii) and shall be true and correct in all material respects as of the effective date of such update, (z) the representations and warranties contained in the first and second sentences of Section 5.21 shall be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and shall be true and correct in all material respects as of the effective date of such update, and (B) no Default or Event of Default exists. In addition, the Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised The Applicable Percentages arising from of the Lenders shall be recalculated concurrently with the effectiveness of any nonratable increase in the Commitments under Aggregate pursuant to this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (x) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Section 6 and the other Loan Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.161.17, the representations and warranties contained in subsections (aa)(i) and (ba)(ii) of Section 5.05 6.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.017.1, and (B) no Default existsor Event of Default has occurred and is continuing or would result therefrom and (y) the provisions of Section 1.18 shall have been satisfied. In additionOn the Increase Effective Date, the Borrower each Lender (including any new Lender) participating in such Commitment increase shall (i) prepay any Committed purchase and assume from each existing Lender having Loans outstanding on such Increase Effective 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 Commitment increase), in the aggregate Loans then outstanding, so as to ensure that, on the Increase Effective Date (and pay any additional amounts required pursuant after giving effect to Section 3.05) to the extent necessary to keep the outstanding Committed Loans such Commitment increase, each Lender is owed only its ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each portion of the other Loan Parties to execute), Loans outstanding on such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateIncrease Effective Date.

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 the Company dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Company and, in the case of an increase in the Aggregate Revolving Credit (UK) Commitments, the UK Borrower (i) certifying and attaching the resolutions adopted by such Loan Party each Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Section 5 and the other Loan Credit Documents are true and correct in all material respects on and as of the Increase Effective Date, except that: (1) if a qualifier relating to the extent that materiality or Material Adverse Effect applies, then such representations representation or warranty shall be true and warranties correct in all respects, (2) if any such representation or warranty specifically refer refers to an earlier date, in which case they are then such representation or warranty shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality or Material Adverse Effect applies, then such representation or warranty shall be true and correct in all respects as of such earlier date, ) and except that (3) for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.9 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aa)(i) and (bii), respectively, of Section 6.016.6, and (B) no Default existsexists or will result from such increase in the applicable Commitments. In additionThe Borrowers shall prepay (nonratably, to the Borrower shall (iextent necessary) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Commitment Percentages in respect of any Facility arising from any nonratable increase in the Commitments under such Facility under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Commitment Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, 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 subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Revolving Loans outstanding on the Revolving Commitment Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages Revolving Pro Rata Shares arising from any nonratable increase in the Aggregate Revolving Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each Section. In addition, the Borrowers shall, to the extent requested by any Lender(s), deliver to such Lender(s), as of the other Loan Parties to executeIncrease Effective Date, new Notes representing the Commitment(s) of such Lender(s), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Parent shall deliver to the Administrative Agent a certificate of each Loan Party Co-Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Co-Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Co-Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” 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 that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower The Co-Borrowers shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseadditional Loans, the Borrower shall deliver to the Administrative Agent (i) financial projections in form and substance reasonably acceptable to the Administrative Agent and each Lender participating in such additional Loans and demonstrating compliance with the financial covenants set forth in Section 7.11 after giving effect to any Borrowing hereunder on the Increase Effective Date and (ii) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseadditional Loans, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increaseadditional Loans, (Ax) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (By) no Default existsshall have occurred and be continuing or be caused the Borrowing of additional Loans hereunder on the Increase Effective Date. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate2.12.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and CHL:83643.8 correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (aSection 5.04(a)-(c) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, the The Borrower shall (i) prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer an authorized officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained made by such Borrower in Article V III and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such other than representations and warranties specifically refer that relate solely to an earlier date, date (in which case they are true and correct as of such earlier date) and except for changes thereto which are not prohibited by the other terms of this Agreement or the other Loan Documents, and except that for purposes of this Section 2.162.29, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.015.1, and (B) no Default exists. In addition, the Borrower The Borrowers shall (i) prepay any Committed Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.19(b)) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable applicable Commitment Percentages arising from any nonratable increase in the applicable Commitments under this Section 2.16 Section. In addition, the Borrowers shall pay such fees and (ii) execute (and cause each of other compensation as the other Loan Parties to execute)Borrowers, such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateand each such Lender may agree.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) each of the conditions set forth in Section 4.02 shall have been satisfied; (B) the representations and warranties contained in Article V and the other Loan Documents that are subject to materiality and Material Adverse Effect qualifications are true and correct in all respects and the representations and warranties contained in Article V and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01, and (BC) no Default exists. In addition, the The Borrower shall (i) prepay deliver or cause to be delivered any Committed Loans outstanding on other customary documents, including, without limitation, legal opinions, as reasonably requested by the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable Administrative Agent in connection with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateRevolving Credit Facility.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate on behalf of each itself and the other Loan Party Parties dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (ix) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 7.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.018.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. In addition, the The Borrower shall (ideliver or cause to be delivered any other customary documents, including, without limitation, legal opinions) as reasonably requested by the Agent in connection with any Incremental Facility. The Borrower shall borrow Revolving Loans and prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party Borrower, in form and substance satisfactory to Administrative Agent (ix) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V 6 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.10, the representations and warranties contained in subsections (a) and (b) of Section 5.05 7.1 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.017.1, (B) the proposed increase will not violate the terms and conditions of the Bond Indenture, and (BC) no Default exists. In additionAdditionally, the Borrower shall pay to Administrative Agent (i) a non-refundable fee in an amount to be determined by Administrative Agent based upon prevailing market conditions at the time of such increase, for the account of each Lender that increases its Commitment, and (ii) any amounts set forth in the Fee Letter. Furthermore, Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) after giving effect to such increase in Commitments or Loans made available by such increase, the Borrower and its Consolidated Subsidiaries shall be in compliance with Section 7.17 on a Pro Forma Basis and (BC) no Default exists. In additionIf 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. If the increase is to the Revolving Credit Facility, the Borrower shall (i) prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the (i) Borrower shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) 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 (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (y) except that for purposes of this Section 2.162.13, (I) the representations and warranties contained in subsections (a), (b) and (bc) 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 (II) the representations and warranties contained in Section 5.13(a) shall be deemed to refer to the most recent update to Schedule 5.13(a) furnished pursuant to Section 6.02(a)(ii) and shall be true and correct in all material respects as of the effective date of such update, (2) the representations and warranties contained in the first and second sentences of Section 5.21 shall be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and shall be true and correct in all material respects as of the effective date of such update, and (B3) no Default or Event of Default exists. In addition, and (ii)(x) upon the reasonable request of any Lender made at least five days prior to the Increase Effective Date, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the Borrower shall (i) prepay any Committed Loans outstanding on documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five days prior to the Increase Effective Date and (and pay any additional amounts required pursuant to Section 3.05y) at least five days prior to the extent necessary Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to keep the outstanding Committed Loans ratable with any revised each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. The Applicable Percentages arising from of the Lenders shall be recalculated concurrently with the effectiveness of any nonratable increase in the Aggregate Commitments under pursuant to this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate2.13.

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 dated as of the Aggregate Commitment Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that(1) as to the matters set forth in Section 5.2(b) (provided that the references to “Borrowing Date” shall be deemed to be “Aggregate Commitment Increase Effective Date”), before (c), and (d) and (2) that as of the Aggregate Commitment Increase Effective Date and after giving effect to the increase in the Aggregate Commitment being made on such increasedate, (A) such increase in the representations and warranties contained in Article V Aggregate Commitment is permitted under the Second Lien Loan Documents, the Senior Notes Indentures and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 Exchange Notes Indentures. The Company shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower shall (i) prepay any Committed Loans outstanding on the Aggregate Commitment Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.4) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Share arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (1) 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 (2) except that for purposes of this Section 2.16, (x) the representations and warranties contained in subsections (a), (b) and (bc) 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 (y) the representations and warranties contained in Section 5.13(a) shall be deemed to refer to the most recent update to Schedule 5.13(a) furnished pursuant to Section 6.02(a)(ii) and shall be true and correct in all material respects as of the effective date of such update, (z) the representations and warranties contained in the first and second sentences of Section 5.21 shall be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and shall be true and correct in all material respects as of the effective date of such update, and (B) no Default or Event of Default exists. In addition, the The Borrower shall (i) prepay any Revolver Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolver Committed Loans ratable with any revised Applicable Revolver Percentages arising from any nonratable increase in the Revolver Loan Commitments under this Section 2.16 and (ii) execute (and cause each Section. The Applicable Revolver Percentages of the other Loan Parties to execute), such amendments Lenders shall be recalculated concurrently with the effectiveness of any increase in the Aggregate Revolver pursuant to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection 2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (ix) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct 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, and date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) and (iii) for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In additionUnless otherwise agreed by the Administrative Agent, the Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition conditions precedent to any such increase, the Borrower shall (i) pay any fees agreed to in connection therewith, (ii) deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, Borrower certifying that, before and after giving effect to such increase, (Ax) no Default exists, and (y) the representations and warranties of the Borrower contained in Article V and the or any other Loan Documents are Document shall be true and correct in all material respects (unless already qualified by materiality or “Material Adverse Effect,” in which case they shall be true and correct in all respects), on and as of the Increase Effective Datedate of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (unless already qualified by materiality or “Material Adverse Effect,” in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.162.14(e)(ii)(B)(y), the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01and the references in Sections 5.05, 5.06 and 5.09 to “Effective Date” shall be deemed to refer to the Increase Effective Date and (B) no Default exists. In addition, the Borrower shall (iiii) prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages Revolving Commitments arising from any nonratable increase in the Aggregate Revolving Commitments under pursuant to this Section 2.16 and 2.14. (ii) execute (and cause each of the other Loan Parties to executef), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and each Loan Party Guarantor dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party the Borrower and each Guarantor (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower and each Guarantor approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.19, the representations representation and warranties contained in subsections (a) and (b) of Section 5.05 5.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, 6.1 and (B) no Default or Unmatured Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans Outstanding Amount ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Commitments Aggregate Commitment under this Section 2.16 and (ii) execute (and cause 2.19. As an additional condition precedent to such increase, the Borrower agrees to pay to the Agent for the account of each of Lender in accordance with its Pro Rata Share a closing fee equal to the other Loan Parties Applicable Margin times the difference between the Aggregate Commitment prior to execute), such amendments to this Agreement increase and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateAggregate Commitment after such increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each LenderLender which so requests such copies) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, immediately before and immediately after giving effect to such increase, (A) the representations and warranties contained in Article V shall (i) with respect to representations and the other Loan Documents are warranties that contain a materiality qualification, be true and correct on and as of the Increase Effective DateDate and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the Increase Effective Date (except to the extent that such representations representation and warranties warranty specifically refer refers to an earlier date, in which case they are it shall be true and correct in all material respects as of such earlier date), and except that for purposes of this Section 2.162.17(e), the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) deliver or cause to be delivered any other credit document and diligence matters, including, without limitation, legal opinions, as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

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 dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, then such representation or warranty shall be required to be true and correct 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 datedate (unless a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, in which case such representation or warranty shall be required to be true and correct in all respects), and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower The Company shall (i) prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents (x) that are qualified by materiality shall be true and correct on and as of the Increase Effective DateDate and (y) that are not qualified by materiality shall be true and correct in all material respects on and as of the Increase Effective Date except, except in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent audited financial statements furnished pursuant to clauses subsection (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Parent shall deliver or cause to be delivered to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In additionthe event of any nonratable increase in the Commitments under this Section, (x) the Borrower Borrowers shall (i) prepay any Committed their respective Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (iiy) execute (all outstanding Several Letters of Credit shall be amended or returned and cause each reissued to give effect to any revised Applicable Percentages. The Administrative Agent and the Parent will cooperate, to the extent feasible, to set the Increase Effective Date on a date which minimizes or eliminates the obligation of the other Loan Parties Borrowers to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriatepay additional amounts under Section 3.05.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying by such Loan Party approving or consenting to such increase (and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease to the extent required under such Loan Party’s Organization Documents), and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate on behalf of each itself and the other Loan Party Parties dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (ix) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.018.1, and (B) both before and after giving effect to the Incremental Facility, no Default exists. In addition, the The Borrower shall (ideliver or cause to be delivered any other customary documents, including, without limitation, legal opinions) as reasonably requested by the Agent in connection with any Incremental Facility. The Borrower shall borrow Revolving Loans and prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party Borrower, in form and substance satisfactory to Administrative Agent (ix) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V 6 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.10, the representations and warranties contained in subsections (a) and (b) of Section 5.05 7.1 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.017.1, (B) the proposed increase will not violate the terms and conditions of the Bond Indenture, and (BC) no Default exists. In additionAdditionally, the Borrower shall pay to Administrative Agent (i) a non-refundable fee in an amount equal to one-half of one percent (0.50%) of the amount of the increase, for the account of each Lender that increases its Commitment, and (ii) any amounts set forth in the Fee Letter. Furthermore, Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseIncremental Term Commitments, the Borrower shall deliver to the Administrative Agent (1) a certificate of each Loan Party dated as of the Increase Incremental Facility Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseIncremental Term Commitments, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increaseIncremental Term Commitments, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or with respect to representations and warranties qualified by materiality, in all respects) on and as of the Increase Incremental Facility Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, exists and (2) any consent of the Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as reasonably requested by the Administrative Agent in connection with such increase under Section 2.16(g). The Incremental Term Loans shall reasonably deem appropriatebe made by the Incremental Term Lenders pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (i) the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party the Borrowers and the Guarantors approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B2) no Default exists. In additionexists and (ii)(A) upon the reasonable request of any Lender made at least ten days prior to the effectiveness of such increase, each Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the Borrower shall (i) prepay any Committed Loans outstanding on documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) Act, in each case at least five days prior 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 2.16 effectiveness of such increase; and (iiB) execute (and cause at least five days prior to the effectiveness of such increase, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. To the extent that the increase of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate.the

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existsor Event of Default has occurred and is continuing or would result therefrom. In additionOn the Increase Effective Date, the Borrower each Lender (including any new Lender) participating in such Commitment increase shall (i) prepay any Committed purchase and assume from each existing Lender having Loans outstanding on such Increase Effective 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 Commitment increase), in the aggregate Loans then outstanding, so as to ensure that, on the Increase Effective Date (and pay any additional amounts required pursuant after giving effect to Section 3.05) to the extent necessary to keep the outstanding Committed Loans such Commitment increase, each Lender is owed only its ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each portion of the other Loan Parties to execute), Loans outstanding on such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateIncrease Effective Date.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease and any other corporate documents deemed reasonably necessary by the Administrative Agent, and (ii) in the case of the Borrower, certifying that, before and immediately after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to any such increaseDDTL Increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the DDTL Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseDDTL Increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increaseDDTL Increase, (A) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct 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, (B) at the time of and except that for purposes of this Section 2.16after giving effect on a pro forma basis to such DDTL Increase and any borrowings made on the DDTL Increase Effective Date, the representations Borrower is in compliance with all covenants set forth in Article V as of both the DDTL Increase Effective Date and warranties contained in subsections (a) and (b) the end of Section 5.05 shall be deemed to refer to the most recent Fiscal Quarter for which financial statements furnished pursuant to clauses (a) of the Borrower are available and (b), respectively, of Section 6.01, and (BC) no Default exists. In addition, the Borrower shall (i) prepay exists or would exist as a result of such DDTL Increase and any Committed Loans outstanding borrowings made on the DDTL Increase Effective Date (and pay any Date. The additional amounts required Delayed Draw Term Loans shall be made by the Delayed Draw Term Loan Lenders participating therein pursuant to the procedures set forth in Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute2.1(b), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent Lenders (x) a certificate of each Loan Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (i) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V III hereof and the other Loan Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.20, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.1 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.015.1, and (B) no Default existsor Event of Default then exists and (y) an opinion or opinions of legal counsel for the Borrower, dated as of the Increase Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Lenders. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease in the Revolving Credit Commitments, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Party, in each case in form and substance reasonably satisfactory to the Administrative Agent, (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease in the Revolving Credit Commitment, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increaseincrease in the Revolving Credit Commitment (and, if applicable, any simultaneous Incremental Term Loan made pursuant to Section 2.16) and any Revolving Credit Borrowing made or to be made in connection therewith (it being understood that the full principal amount of such increase in the Revolving Credit Commitment shall be deemed to be a Revolving Credit Borrowing to be made in connection therewith), (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b), (c) and (bd), respectively, of Section 6.01, and (B) no Default exists. In addition, and (C) the Borrower shall (i) prepay any Committed Loans outstanding on will be in compliance with the Increase Effective Date (and pay any additional amounts required pursuant to financial covenants set forth in Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate.7.11

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 Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Date: (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case a certificate of the Borrower, Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (AI) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (BII) no Default exists, and (III) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (iii) an opinion of counsel as to the due corporate authorization of the increase, substantially in the form delivered on the Closing Date. In addition, the The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Revolving Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of shall provide a Note to any new Revolving Lender joining in the other Loan Parties to execute)Increase Effective Date, such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateif requested.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Financial Officer of such Loan Party (ix) certifying by such Loan Party approving or consenting to such increase (and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease to the extent required under such Loan Party’s organization documents), and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct as of such earlier date, and except that for purposes of this Section 2.162.22, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most ​ recent statements furnished pursuant to clauses subsections (a) and or (b), respectivelyas applicable, of Section 6.01, 5.01 and (B) no Default exists. In additionconnection with an increase to the Revolving Credit Facility, the Borrower shall (i) prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.16)) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lenderi) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B2) no Default exists. In addition, (ii) new Notes to each Lender who requests a Note, to the extent required as a result of the increase in the Aggregate Commitments, and (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. The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

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 dated as of the Increase Effective Date (in sufficient copies for each Revolving Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party each of the Borrowers approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, Date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.04, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In additionOn each Increase Effective Date, the Borrower shall (i) prepay any Committed each relevant Lender that is increasing its Revolving Credit Commitment shall make available to the Administrative Agent such amounts in immediately available funds as such Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the application of such amounts to make payments to such other relevant Lenders, the outstanding Revolving Loans (and risk participations in outstanding on Swing Line Loans and L/C Obligations) to be held ratably by all Lenders in accordance with their respective revised Pro Rata Revolving Share, (ii) the Borrowers shall be deemed to have prepaid and reborrowed the outstanding Revolving Loans as of such Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages Pro Rata Revolving Shares arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16 Section, and (iiiii) execute (and cause each the Company shall pay to the relevant Lenders the amounts, if any, required pursuant to Section 3.05 as a result of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateprepayment.

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party Party, dated as of the Increase Effective Date (in sufficient copies for each Lender) and signed by a Responsible Officer of such Loan Party Party, (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties of the Loan Parties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, 2.14 the representations and warranties contained in subsections (aSections 5.05(a) and 5.05(b) (bexcept with respect to the representation and warranty set forth in Section 5.05(a)(iv)) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (aSection 6.01(a) and (bor 6.01(b), respectively, of Section 6.01, and (B) no Default existsexists on the Increase Effective Date and (C) the Consolidated Leverage Ratio, determined as of the last day of the most recent fiscal quarter of the Company for which the Administrative Agent shall have received financial statements referred to in Section 5.05(a) or delivered pursuant to Section 6.01(a) or 6.01(b), does not exceed 3.00 to 1.00. In addition, the Borrower The Revolving Borrowers shall (i) prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Primary Revolving Loans and Committed Singapore Revolving Loans ratable with any revised Applicable Percentages Shares arising from any nonratable increase in the Revolving Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to each such increaseincrease in the amount of the Aggregate Commitments, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party the Borrowers dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party each of the Borrowers (i) certifying and attaching the resolutions adopted by such Loan Party the Borrowers approving or consenting to such increase, increase and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties 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 connection herewith or therewith (except the representations contained in Section 5.05(c) and (d) which shall only be made on the Closing Date) are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsexists or would result from such increase in Commitments. In addition, the Each Borrower shall (i) prepay any Committed of its Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

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 dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. In additionThe Company shall deliver or cause to be delivered any other customary documents, including, without limitation, legal opinions) as reasonably requested by the Borrower Administrative Agent in connection with any Incremental Facility. The Company shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 (it being understood and (ii) execute (agreed that the minimum borrowing, pro rata borrowing, pro rata payment and cause each of the other Loan Parties to execute), such amendments to funding indemnity requirements contained elsewhere in this Agreement and shall not apply to the other Loan Documents as transactions effected pursuant to the Administrative Agent shall reasonably deem appropriateimmediately preceding sentence).

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Borrower shall (i) pay to Administrative Agent any fees payable pursuant to the Fee Letters, and (ii) deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (ix) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Credit Documents are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) 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 45 correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (i) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) 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 Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, The Borrowers shall prepay (which may be with the Borrower shall (iproceeds of Revolving Credit Loans received on such date) prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V (except Section 5.10(c)) and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.162.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.10 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. In addition, the The Borrower shall (i) prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16Section, the representations and warranties contained in subsections (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 Commitments, no Default exists. In addition, the The Borrower shall (ideliver 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 Commitments. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such Credit Agreement increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except 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, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, the The Borrower shall (i) prepay any Committed Loans (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders participating in the commitment increase) outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriateSection.

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 Administrative Agent, as the Administrative Agent shall reasonably request to reflect such increase, together with a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Parties (i) certifying and attaching the resolutions adopted by each such Loan Party approving or consenting to such increasethe increased Aggregate Committed Sum, and (ii) in the case of the BorrowerBorrower and the MLP, certifying that, before and after giving effect to such increaseincreased Aggregate Committed Sum, (A) 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 for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In additionEach Lender increasing its Commitment and each additional Lender, as applicable, shall purchase a portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and 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 (and participation interests) after giving effect to the increase in the Aggregate Committed Sum. The Borrower shall (i) prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.16 and (ii) execute (and cause each of the other Loan Parties to execute), such amendments to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably deem appropriate.