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 (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI and the other Loan Documents are 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 Date, except to the extent that such representations 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, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loan.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI and the other Loan Documents are 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 Date, except to the extent that such representations 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, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Aggregate Revolving Commitments or a Term Loan A-1 or the making of an Incremental Term Loan. If the Aggregate Revolving Commitments are increased, the Borrower shall prepay any 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 Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Aggregate Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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 to the extent that such representations and warranties are qualified by materiality, in which case they are true and correct in all respects, and except that for purposes of this SectionSection 2.15(e), the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if the Borrower, the Agent, and any Additional Commitment Lender shall have executed and delivered a Joinder Agreement; (iii) the Borrower shall have paid such increase is in the form of an Incremental Term Loan, an agreement, in form fees and substance reasonably satisfactory other compensation to the Administrative Agent, duly executed by each applicable Additional Commitment Lenders and to any existing Lender increasing its Commitment as the Borrower and New Lender, such Lenders shall agree; (iv) the Borrower shall have paid such arrangement fees to the Agent and such Affiliates as the Borrower and the Administrative Agent may agree; (each v) the Borrower, the Additional Commitment Lenders and any existing Lender increasing its Commitment shall have delivered such agreementother instruments, an “Incremental Term Loan Agreement”documents and agreements evidencing the Commitment Increase as the Agent may reasonably have requested; and (vi) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loanno Default exists.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent (i) 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 (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI Section 5 and the other Loan Documents are 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 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 SectionSection 2.11, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists or would result therefrom, and (iiii)(x) if upon the reasonable request of any Lender made at least ten (10) days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Increase Effective Date and (y) at least three (3) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. To the extent that the increase is in of the Commitments shall take the form of an Incremental Term Loana new term loan tranche, an agreementthis Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each to include such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date terms as are customary for such Incremental Term Loana term loan commitment. The Borrower shall prepay any 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 Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section, and each Loan Party shall execute and deliver such documents or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) instruments as reasonably requested by the Administrative Agent in connection with any may require to evidence such increase in the Term Total Credit Exposure of any Lender and to ratify each such Loan A-1 or Party’s continuing obligations hereunder and under the making of an Incremental Term Loanother Loan Documents.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower Company shall deliver to the Administrative Agent (i) 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 (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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 SectionSection 2.16, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.11, and (2B) both before and after giving effect to the increase, no Default or Event of Default exists and (ii) if such to the extent that the increase is in of the Aggregate Commitments shall take the form of an Incremental Term Loana term loan tranche, an agreementthis Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each 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 Lender and New Lender, to a term loan tranche may be materially different from those of the Borrower and Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (each II) the interest rates, maturity and amortization schedule applicable to such agreement, an “Incremental Term Loan Agreement”) setting forth term loan shall be determined by the Applicable Rate Company and the maturity date for Lenders holding commitments in such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loanterm loan tranche.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 or the General Partner acting on behalf of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless except to the extent such representation or warranty is already qualified by subject to a materiality or Material Adverse Effectqualifier, in which case they such representation or warranty shall be true and correct in all respects), ) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, (B) no Default exists or would result from such increase and (2C) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form and any contemporaneous increase of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lenderany other Applicable Secured Indebtedness, the Borrower aggregate amount of Applicable Secured Indebtedness is less than or equal to $2,100,000,000. In addition, mortgage amendments and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as date-down endorsements reasonably requested by the Administrative Agent shall have been delivered and the items described in connection clause (g) of the definition of “Material Real Property Mortgage Deliverables” shall have been delivered to the extent applicable. The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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)correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations 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 SectionSection 2.16, the representations and warranties contained in subsections clauses (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increaseIncremental Facility, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loanexists. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such Incremental Facility. The Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanRevolving Commitments under this Section 2.16.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Borrower Borrowers shall (i) pay all fees and expenses associated with any such increase, including, without limitation, an arrangement fee to Bank of America and closing fees to the participating Lenders and each other participating Eligible Assignee, all in amounts to be agreed prior to any Increase Effective Date, and (ii) deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (1I) the representations and warranties contained in Article VI V and the other Loan Documents (x) that are qualified by materiality shall be true and correct on and as of the Increase Effective Date and (y) that are not qualified by materiality 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 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 in all material respects as of such earlier date, and except that for purposes of this SectionSection 2.19, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 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 7.016.01, and (2II) both before no Default or Event of Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and after giving effect pay any additional amounts required pursuant to Section 3.05) to the increase, no Default exists and (ii) if such increase is in extent necessary to keep the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection outstanding Committed Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Credit Party dated as of the Increase Effective Date (in sufficient copies for each LenderBank) signed by a Responsible Officer the Chief Executive Officer, the President, Executive Vice President, Chief Financial Officer, Controller, General Counsel or Treasurer of such Loan Credit Party (Ai) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (Bii) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI Section 6 and the other Loan Credit Documents are 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 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 SectionSection 2.10, the representations and warranties contained in subsections (a) and (b) of Section 6.05 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.017.1, and (2B) both before no Default or Event of Default exists. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and after giving effect pay any additional amounts required pursuant to Section 3.12) to the increase, no Default exists and (ii) if such increase is in extent necessary to keep the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection outstanding Loans ratable with any such revised percentage of the Banks’ Commitments arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

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 (i) 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, (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease in the Revolving Credit Commitment, and (Bii) 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 Facility 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), (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b), (c) and (bd), respectively, of Section 7.016.01, (B) no Default exists, and (2C) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and will be in compliance with the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting financial covenants set forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loan.Section 7.11

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the Borrower (i) each Loan Party shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified or, to the extent modified by any materiality or Material Adverse EffectEffect standard, in which case they shall be true and correct in all respects), ) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent modified by any materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this SectionSection 2.17, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form case of any Revolving Commitment Increase provided by any Person that is not an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory existing Revolving Lender immediately before giving effect to the Administrative Agent, duly executed by each applicable Lender and New Lendersuch Revolving Commitment Increase, the Borrower and shall have obtained the prior written consent of the Administrative Agent to such new Revolving Lender (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause consent not to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 unreasonably withheld or the making of an Incremental Term Loandelayed).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such matters as may be reasonably requested by the Administrative Agent in connection with such increase and (ii) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) in the case of the Borrower, certifying, as of such date, giving effect to amounts drawn or to be drawn under the Aggregate Commitments (as increased pursuant to this Section 2.13) as of such date, pro forma compliance with the financial covenants contained in Section 7.11 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b), and (BC) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI ARTICLE V and the other Loan Documents are true and correct in all material respects (unless already except with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case they shall be true and correct in all respects), ) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this SectionSection 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loan.)

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, (i) the Borrower Borrowers shall deliver to the Administrative Agent (i) 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 (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Restatement Effective Date (if such resolutions include approval to increase the Aggregate Commitments to an amount at least equal to $650,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effector, in which the case they shall be true and correct of Section 5.27, in all respects), ) on and as of the such Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists shall have occurred and is then continuing, (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrowers and each applicable Eligible Assignee that is becoming a Lender and in connection with such increase, which New Lender, the Borrower and the Administrative Agent Lender Joinder Agreement shall (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause in order to be delivered any other customary documents (including, without limitation, customary legal opinionseffective) as reasonably requested be acknowledged and consented to in writing by the Administrative Agent and the Swing Line Lender and (y) written confirmation from each existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased, which confirmation shall (in order to be effective) be acknowledged and consented to in writing by the Swing Line Lender and (iii) the Borrowers shall have paid to the Arranger any fee required to be paid by the Borrowers as agreed to in writing by the Arranger and the Borrowers in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loantherewith.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower Borrowers shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the any Borrower, certifying that, before and after giving effect to such increase, (1x) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already or, if any such representation or warranty is by its terms qualified by materiality concepts of materiality, such representation or Material Adverse Effect, in which case they shall be warranty is true and correct in all respects), ) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material such respects as of such earlier date, and except that for purposes of this SectionSection 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2y) both before and no Default or Event of Default exists or will exist immediately prior to or after giving effect to the such increase, no Default exists and (C) in the case of any Borrower, certifying and providing evidence satisfactory to the Administrative Agent that the Borrowers will be in Pro Forma Compliance with each of the financial covenants set forth in Section 7.11 after giving effect to such increase and the use of proceeds thereof, calculated as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b), and (ii) if such to the extent that the increase is in of the Aggregate Commitments takes the form of an Incremental Term Loana term loan tranche, an agreementthis Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative AgentBorrowers, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date Required Lenders, to include such terms as are customary for such Incremental Term Loana term loan commitment. The Borrower Borrowers shall deliver or cause prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.05) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Committed Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower Borrowers shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the any Borrower, certifying that, before and after giving effect to such increase, (1x) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already or, if any such representation or warranty is by its terms qualified by materiality concepts of materiality, such representation or Material Adverse Effect, in which case they shall be warranty is true and correct in all respects), ) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material such respects as of such earlier date, and except that for purposes of this SectionSection 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2y) both before and no Default or Event of Default exists or will exist immediately prior to or after giving effect to the such increase, no Default exists and (C) in the case of any Borrower, certifying and providing evidence satisfactory to the Administrative Agent that the Borrowers will be in pro forma compliance with each of the financial covenants set forth in Section 7.11 after giving effect to such increase and the use of proceeds thereof, calculated as of the last day of the most recently ended fiscal quarter for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), and (ii) if such to the extent that the increase is in of the Aggregate Commitments takes the form of an Incremental Term Loana term loan tranche, an agreementthis Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative AgentBorrowers, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date Required Lenders, to include such terms as are customary for such Incremental Term Loana term loan commitment. The Borrower Borrowers shall deliver or cause prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.05) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Committed Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Increase Effective Date (unless already provided that any such representation or warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect, in which case they ” or similar language shall be true and correct in all respects), on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (provided that any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such earlier date), and except that for purposes of this SectionSection 2.14, the representations and warranties contained in subsections Sections 5.05(a), (ab), (c) and (bd) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Sections 6.01(a)(i), (aa)(ii), (b)(i) and (bb)(ii), respectively, of Section 7.01, and (2B) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loanexists. The Borrower shall deliver or cause prepay any outstanding Revolving Credit Loans (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section, such prepayment to be delivered any other customary documents (including, without limitation, customary legal opinions) made on such date as reasonably requested by the Administrative Agent in connection may reasonably determine after consultation with the Borrower, with a view to minimizing any such increase in the Term Loan A-1 or the making of an Incremental Term Loanadditional amounts payable pursuant to Section 3.05.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such customary matters as may be reasonably requested by the Administrative Agent in connection with such increase 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) in the case of the Borrower, certifying, as of such date, giving effect to amounts drawn or to be drawn under the Facility (as increased pursuant to this Section 2.13) as of such date, compliance with the financial covenants contained in Section 7.11 on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b), and (BC) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI ARTICLE V and the other Loan Documents are true and correct in all material respects (unless already except with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case they shall be true and correct in all respects), ) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this SectionSection 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.5 shall be deemed to refer to the most recent statements of Borrower and its Subsidiaries furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.1, and (2) both before and after giving effect to the increase, no Event of Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loanexists. The Borrower shall deliver or cause borrow additional Loans from the Lenders whose Commitments have been increased and/or prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.5) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

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 (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (B) demonstrating that, upon giving effect to any such increase on a Pro Forma Basis (and assuming for such calculation that such increase is fully drawn), the Borrower would be in compliance with the case Consolidated Leverage Ratio as of the Borrowerend of the most recent fiscal quarter for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or Section 6.01(b), and (C) certifying that, before and after giving effect to such increase, (1) no Default exists, and (2) the representations and warranties of the Borrower contained in Article VI and the V 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 SectionSection 2.14(e)(ii)(C)(2), the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 7.01, and (2iii)(A) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory deliver to the Administrative Agent, duly executed by each applicable Lender Agent such Organization Documents and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to legal opinions as may be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent or any Lender in connection with such increase, (B) provide to the Administrative Agent and the Lenders the documentation and other information reasonably requested by the Administrative Agent and the Lenders as required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, and (C) in each case if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, provide to the Administrative Agent and each Lender, to the extent reasonably requested by the Administrative Agent or such Lender, a Beneficial Ownership Certification in relation to the Borrower, and (iv) prepay any such 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 Revolving Commitments arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanAggregate Revolving Commitments pursuant to this Section 2.14.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI and the other Loan Documents are 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 Date, except to the extent that such representations 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, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loan.. (f)

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent (ia) a certificate of each Loan Party Lead Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) Borrower certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (Bb) in the case a certificate of the Borrower, certifying that, before and after giving effect to such increase, Lead Borrower that (1) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except (A) 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, (B) in the case of any representation and warranty qualified by materiality, in which case they shall be true and correct in all respects, and (C) except that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the such increase, no Event of Default exists and or would arise therefrom, (ii) if the Borrowers shall have paid such increase is fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iii) no Event of Default exists; and (iv) in the form case of an Incremental Term Loanincrease under clause (b) above, (1) the Loan Parties, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (2) if requested by the Agent, the Borrowers shall deliver an agreementopinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender from counsel to the Borrowers reasonably satisfactory to the Agent and New Lender, dated such date; and (3) the Borrower Borrowers and the Administrative Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Agent (each such agreementmay reasonably have requested, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by an amendment to the Administrative Agent Term Facility in connection with such increase if required. Any Committed Loans outstanding on the Increase Effective Date shall be automatically adjusted to the extent necessary to keep the outstanding Committed Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Commitments under this Section. Any increase under this Section 2.15 shall be on terms identical to those applicable to the existing Commitments, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Loan A-1 or Parties and the making of an Incremental Term LoanLenders and Additional Commitment Lenders agreeing to participate in such increase.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, (i) the Borrower Borrowers shall deliver to the Administrative Agent (i) 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 (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such 62 Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Restatement Effective Date (if such resolutions include approval to increase the Aggregate Commitments to an amount at least equal to $650,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 such Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists shall have occurred and is then continuing, (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrowers and each applicable Eligible Assignee that is becoming a Lender and in connection with such increase, which New Lender, the Borrower and the Administrative Agent Lender Joinder Agreement shall (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause in order to be delivered any other customary documents (including, without limitation, customary legal opinionseffective) as reasonably requested be acknowledged and consented to in writing by the Administrative Agent and the Swing Line Lender and (y) written confirmation from each existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased, which confirmation shall (in order to be effective) be acknowledged and consented to in writing by the Swing Line Lender and (iii) the Borrowers shall have paid to the Arranger any fee required to be paid by the Borrowers as agreed to in writing by the Arranger and the Borrowers in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loantherewith.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent (i) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseIncremental Increase, and (Bii) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified or, to the extent modified 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 Date, except to the extent that such representations refer and warranties specifically relate to an earlier date, in which case they are such representations and warranties shall have been true and correct in all material respects (or, to the extent modified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date, and except that for purposes of this SectionSection 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, (B) no Default has occurred and is continuing and (2C) both the Company and its Subsidiaries are in pro forma compliance with each of the financial covenants contained in Section 7.10 immediately before and immediately after giving effect to the increase, no Default exists and (ii) if such increase is in applicable Incremental Increase. To the extent that any Incremental Increase shall take the form of an Incremental Term Loan, an agreementsuch Incremental Term Loan shall be on terms (including mandatory prepayments, in form sharing of payments, assignments and substance reasonably satisfactory voting provisions) and pursuant to documentation substantially the Administrative Agentsame as the Term Loans under the Term Facility and as otherwise agreed by the Company, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date Lenders for such Incremental Term Loan. The Borrower Each Revolving Credit Increase of either Revolving Credit Facility shall deliver or cause have the same terms as the outstanding Revolving Credit Loans under such Revolving Credit Facility and be part of the existing revolving credit facilities hereunder. Upon each Revolving Credit Increase (x) each Lender having a Revolving Credit Commitment under the applicable Revolving Credit Facility immediately prior to such increase will automatically and without further act be delivered any other customary documents deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (includingeach, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without limitationfurther act be deemed to have assumed, customary legal opinionsa portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) as reasonably requested by participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans, will, in each case, equal each Lender’s Applicable Percentage in respect of the Administrative Agent in connection with any Revolving Credit Facility (after giving effect to such increase in the Term Loan A-1 Revolving Credit Commitments) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding under such Revolving Credit Facility, such Revolving Credit Loans shall, on or prior to the making effectiveness of an Incremental Term Loansuch Revolving Credit Increase, be prepaid from the proceeds of additional Revolving Credit Loans made hereunder under such Revolving Credit Facility (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by any amounts required to be paid pursuant to Section 3.05 to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from such Revolving Credit Increase.

Conditions to Effectiveness of Increase. As a condition precedent to Any Incremental Loan Commitment shall become effective as of such increase, Increase Effective Date; provided that each of the Borrower following conditions has been satisfied or waived as of such Increase Effective Date: (i) the Co-Borrowers shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are (x) with respect to representations and warranties that contain a materiality qualification, 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 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 (y) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the Increase Effective 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 in each case except that for purposes of this SectionSection 2.14, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 7.01, and (2) both before no Default or Event of Default exists and (3) the Co-Borrowers are in compliance, after giving effect to the increaseincurrence or issuance of such increase on a pro forma basis, no Default exists and with the financial covenants set forth in Section 7.08, (ii) if such increase is each Incremental Revolving Credit Increase or Incremental Term Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Co-Borrowers and shall be guaranteed with the other Credit Extensions on a pari passu basis, (iii) in the form case of an each Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth shall be subject to such terms as shall be determined by the Applicable Rate Co-Borrowers and the maturity date for applicable Lenders, provided that (A) such Incremental Term LoanLoan will not mature prior to the Maturity Date (but may have straight-line amortization prior to such date) and (B) the terms applicable to such Incremental Term Loan shall be substantially the same as (and in any event, no more favorable than) those applicable to the Committed Loans; provided further, that the terms and conditions applicable to any Incremental Term Loan maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date, and (v) in the case of each Incremental Revolving Credit Increase, the terms and conditions applicable to such Incremental Revolving Credit Increase shall be identical to the terms and conditions applicable to the Committed Loans. The Borrower Co-Borrowers shall deliver or cause prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by revised Applicable Percentages arising from any nonratable increase in the Administrative Agent in connection with Commitments under this Section 2.14. The proceeds of any such increase shall be used for the purposes set forth in the Term Loan A-1 or the making of an Incremental Term LoanSection 6.11.

Conditions to Effectiveness of Increase. As a condition precedent to each such increaseincrease in the Aggregate Revolving Commitments and/or Existing Term Loan, or such funding of an Additional Term Loan, the Borrower shall deliver to the Administrative Agent (ix) a certificate of each Loan Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Credit Party (Ai) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increaseincrease or funding, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increaseincrease or funding, (1A) the representations and warranties contained in Article VI Section 6 and the other Loan Credit Documents are 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 (with any representations and warranties which are subject to a materiality qualifier being true and correct in all respects in accordance with the terms thereof), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects, as applicable) as of such earlier date, and except that for purposes of this SectionSection 2.19, the representations and warranties contained in subsections (a), (b) and (bc) of Section 6.05 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (bd), respectively, of Section 7.017.1, and (2B) both before and after giving effect to the increase, no Default or Event of Default exists as of the Increase Effective Date, and (iiy) if such increase is in new or additional Notes payable to each of the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory Lenders as are required to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loanbe delivered pursuant to Section 2.5(b). The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.1(c)) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitment Percentages arising from any non-ratable increase in the Aggregate Revolving Commitments under this Section, and each Credit Party shall execute and deliver such documents or cause to be delivered any other customary documents instruments (including, without limitation, customary legal opinionsa New Term Loan Amendment) as reasonably requested by the Administrative Agent in connection with any may require to evidence such increase in the Revolving Commitments and/or Existing Term Loan A-1 or and/or Additional Term Loan and to ratify each such Credit Party’s continuing obligations hereunder and under the making of an Incremental Term Loanother Credit Documents.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except that (x) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation and warranty shall be required to be true and correct in all respects, (y) 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 (z) for purposes of this SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loanexists. The Borrower shall deliver or cause prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.05) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Committed Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the Borrower (i) each Loan Party shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified or, to the extent modified by any materiality or Material Adverse EffectEffect standard, in which case they shall be true and correct in all respects), ) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent modified by any materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this SectionSection 2.17, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form case of any Commitment Increase provided by any Person that is not an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory existing Lender immediately before giving effect to the Administrative Agent, duly executed by each applicable Lender and New Lendersuch Commitment Increase, the Borrower and shall have obtained the prior written consent of the Administrative Agent to such new Lender (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause consent not to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 unreasonably withheld or the making of an Incremental Term Loandelayed).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1x) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this SectionSection 2.17, the representations and warranties contained in subsections (a), (b) and (bc) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (bc), respectively, of Section 7.016.01, (y) no Default exists, and (z) the Borrower shall have complied with the (1) covenant set forth in Section 7.11(a) on a Pro Forma Basis and (2) both before and after giving effect to the increasecovenant contained in Section 7.11(b) on a pro forma basis, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreementand, in form each case, attaching such supporting documentation and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) financial information as reasonably requested by the Administrative Agent and (ii) commitments from Term Lenders or Eligible Assignees shall have been received in connection an amount no less than the amount of such requested increase. So long as the Borrower shall have complied with any such all other conditions contained in this Section 2.17, the Lenders hereby consent, without the need for further or subsequent consent but subject to Section 2.17(b), to an amendment to this agreement to the extent necessary to evidence and document an increase in the Term Loans so long as any terms applicable to any such increase are on the same terms as the existing Term Loans; provided that as of the Term Increase Effective Date, the amortization schedule for the Term Loans set forth in Section 2.07(a) shall be amended to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. Any such amendment shall only require the consent of the Loan A-1 Parties and the Administrative Agent and the Lenders or lenders participating in such increase. Each Loan Party shall acknowledge and agree that the making Obligations of an Incremental such Loan Party extend to and include the Obligations after giving effect to such increase. The Administrative Agent shall have received such other assurances, certificates, documents or opinions as the Administrative Agent reasonably may require, including such assurances, certificates, documents or opinions as may be required to evidence such increase, the validity and enforceability of the Obligations and the validity, perfection and first priority Lien securing the Obligations after giving effect to such increase. The additional Term LoanLoans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, (i) the Borrower shall deliver to the Administrative Agent (i) 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 (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (if such resolutions include approval of the Commitment Increase in an amount at least equal to such Commitment Increase) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 such Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this SectionSection 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists shall have occurred and is then continuing, (ii) if the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrower and each Eligible Assignee that is becoming a Lender in connection with such increase is increase, which New Lender Joinder Agreement shall (in order to be effective) be acknowledged and consented to in writing by the form of Administrative Agent and each Swing Line Lender that has a Swing Line Loan outstanding at such time and (y) an Incremental Term LoanIncreased Facility Activation Notice executed by the Borrower, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Commitment Increase Lenders providing such Commitment Increase and, in the case of a Revolving Commitment Increase, each applicable Swing Line Lender and New Lenderthat has a Swing Line Loan outstanding at such time, (iii) the Borrower shall have paid to the Arrangers any fee required to be paid by the Borrower as agreed to in writing by the Arrangers and the Administrative Agent Borrower in connection therewith and (each such agreement, an “Incremental Term Loan Agreement”iv) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any such other customary documents (including, without limitation, customary officer’s certificates and legal opinions) as opinions of the type delivered on the Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term LoanAgent.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, on or prior to the Borrower shall deliver to applicable Increase Effective Date, (i) the Administrative Agent (i) shall have received a certificate of each Loan Party dated as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) solely in connection with the first Increase Effective Date to occur after the Closing Date, certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval to increase the Facilities to an amount at least equal to the Dollar Equivalent of $2,350,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 such Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such date after giving effect to such qualification and (3) for purposes of this SectionSection 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Company and each applicable Eligible Assignee that is becoming a Lender in connection with such increase, which New Lender Joinder Agreement shall be acknowledged and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause consented to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested in writing by the Administrative Agent and, if such Eligible Assignee is becoming a Revolving Credit Lender, by each Swing Line Lender and each L/C Issuer and (y) written confirmation from each existing Lender, if any, participating in connection with any such increase in of the Term Loan A-1 or the making of an Incremental Term Loan.amount by which its Commitment will be increased, which confirmation, if from a Revolving Credit

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (iI) an opinion of legal counsel in a form reasonably satisfactory to the Administrative Agent and (II) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and (iiC) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent will be in compliance with Section 7.11 on a Pro Forma Basis (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for after giving effect to any drawings under such Incremental Term LoanFacility on the Revolving Credit Increase Effective Date). The Borrower shall deliver or cause prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.05) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Revolving Credit Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section. Participations in Swing Line Loans and L/C Obligations shall automatically be modified to be ratable in accordance with any revised Applicable Percentages.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Term A Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Term A Increase Effective 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 SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, (B) no Default exists or would arise from such increase, and (2C) both before and after giving effect to the such increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower would be in pro forma compliance with the requirements of Section 7.10 (and as set forth below). The additional Term A Loans shall be made by the Administrative Agent (each Term A Lenders participating therein pursuant to the procedures set forth in Section 2.02. If the proceeds from any additional Term A Loans are to be used by the Borrower, Holdings or any of their respective Subsidiaries to make any Acquisition and such agreementAcquisition is to be consummated, or an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date acquisition agreement for such Incremental Term Loan. The Borrower shall deliver or cause Acquisition is to be delivered executed, as of the Term A Increase Effective Date, then the pro forma calculation described above shall take into account the EBITDA of the Person, or attributable to the assets, acquired in such Acquisition for the applicable Measurement Period as set forth in the definition of “EBITDA” (including taking into account any other customary documents (including, without limitation, customary legal opinions) pro forma expense and cost reductions as reasonably requested set forth therein). If the proceeds from any additional Term A Loans are to be used by the Administrative Agent in connection with Borrower, Holdings or any of their respective Subsidiaries to purchase, repay or otherwise satisfy any Indebtedness, then the pro forma calculation described above shall take into account such increase repayment (including any principal reduction of such Indebtedness and any pro forma interest savings for the applicable Measurement Period as set forth in the Term Loan A-1 or the making definition of an Incremental Term Loan“EBITDA”).

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, on or prior to the Borrower shall deliver to applicable Increase Effective Date, (i) the Administrative Agent (i) shall have received a certificate of each Loan Party Obligor dated as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Obligor (Ax) certifying and attaching the resolutions adopted by such Loan Party Obligor approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 such Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists shall have occurred and is then continuing, (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, Agent shall have received (x) a New Lender Joinder Agreement duly executed by each applicable Lender and New Lender, the Borrower and each Eligible Assignee, if any, that is becoming a Lender in connection with such increase, which New Lender Joinder Agreement shall be acknowledged and consented to in writing by the Administrative Agent and (y) written confirmation from each existing Lender, if any, participating in such agreement, an “increase of the amount of the Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents made by such existing Lender, (including, without limitation, customary legal opinionsiii) as reasonably if requested by the Administrative Agent or any new Lender or Lender participating in connection with any the increase, the Administrative Agent shall have received a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such customary matters concerning the increase in the Term Loan A-1 or aggregate amount of the making of an Incremental Term LoanFacility Amount as the Administrative Agent may reasonably request and (iv) the Borrower shall have paid to the Arrangers the fee required to be paid pursuant to the Fee Letter in connection therewith.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseany Incremental Amendment, (x) the Borrower shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) both before and after giving effect to the increase, no Default exists and or Event of Default exists; (ii) if such increase is in executed legal opinions of counsel to the form of an Incremental Term LoanLoan Parties, an agreementaddressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by Agent and each applicable Lender Lender; and New Lender, (y) the Borrower is in compliance, on a pro forma basis after giving effect to the borrowings thereunder and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents transactions consummated simultaneously therewith (includingincluding any Permitted Investment made with the proceeds thereof), without limitationwith Section 7.08, customary legal opinions) with such covenants recomputed as reasonably requested by of the Administrative Agent in connection with last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such New Term Loans or Additional Term Commitments and any such increase in transactions had occurred on the Term Loan A-1 or the making first day of an Incremental Term Loaneach relevant period for testing such compliance.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case each of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are shall be true and correct in all material respects (unless except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects), the text thereof) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this SectionSection 2.12, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, (B) no Event of Default shall have occurred and be continuing or would result therefrom and (2C) both before if applicable, the Borrower shall have delivered to the Administrative Agent a Joinder Agreement executed by the Borrower, the applicable Increasing Lenders(s) and acknowledged by the Administrative Agent. On the Increase Effective Date (i) each relevant Increasing Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans to equal its Applicable Percentage of the Loans outstanding after giving effect to the increaseincrease in the Aggregate Commitments, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause be deemed to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loan.have repaid

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such matters as may be reasonably requested by the Administrative Agent in connection with such increase and (ii) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) in the case of the Borrower, certifying, as of such date, giving effect to amounts drawn or to be drawn under the Aggregate Commitments (as increased pursuant to this Section 2.13) as of such date, pro forma compliance with the financial covenants contained in Section 7.11 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b), and (BC) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI ARTICLE V and the other Loan Documents are true and correct in all material respects (unless already except with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case they shall be true and correct in all respects), ) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this SectionSection 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the increase, no Event of Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loanexists.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party (excluding the Foreign Borrowers and the Foreign Guarantors, if any, if the Maximum Foreign Borrower Sublimit is not being increased) dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseIncremental Increase, and (Bii) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already or, if 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 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 SectionSection 2.15, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) of Section 6.01, (B) no Default exists and is continuing and (b)C) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the financial covenants contained in Section 7.12. Each Incremental Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing revolving credit facilities hereunder. Upon each Incremental Increase (x) each Lender having a Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Increase (each, respectively, an “Incremental Increase Lender”) in respect of Section 7.01such increase, and (2) both before each such Incremental Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the increase, no Default exists percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) if such increase is participations hereunder in the form of an Incremental Term LoanSwing Line Loans, an agreementwill, in form and substance reasonably satisfactory each case, equal each Lender’s Applicable Percentage (after giving effect to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall, on or prior to the making effectiveness of an such Incremental Term LoanIncrease, be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in the Facility), which prepayment shall be accompanied by any amounts required to be paid pursuant to Section 3.05 to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from such Incremental Increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower Company shall deliver to the Administrative Agent (i) 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 (Ax) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increaseincrease (which certification may be a bringdown of the resolutions delivered on the Closing Date pursuant to Section 4.01), and (By) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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 SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and (ii) if such to the extent that the increase is in of the Aggregate Commitments shall take the form of an Incremental Term Loana term loan tranche, an agreementthis Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower Required Lenders and the Administrative Agent (each Borrowers, to include such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date terms as are customary for such Incremental Term Loana term loan commitment. The Borrower Borrowers shall deliver or cause prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.05) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Committed Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to Each Incremental Commitment shall become effective as of the applicable Increase Effective Date; provided that on or before such increaseIncrease Effective Date, the Borrower Anixter shall deliver have delivered to the Administrative Agent (i) a certificate of each Loan Party dated as of 49 the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party Party, approving or consenting to such increaseIncremental Commitment, and (Bii) in the case of the BorrowerAnixter, certifying that, both before and after giving effect to such increaseIncremental Commitment, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 such Increase Effective Date, Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this SectionSection 2.17, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.07 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01), and (2B) both no Default or Event of Default exists as of such Increase Effective Date before and or after giving effect to the increase, no Default exists any Incremental Commitment and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loanany Loans pursuant thereto.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) Schedule 2.01 shall be amended to evidence any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section, (ii) the Borrower Representative shall deliver to the Administrative Agent (i) 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 (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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 SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and (iiiii) if each of the Loan Parties shall execute and deliver such increase is in the form of an Incremental Term Loanother agreements, an agreement, in form documents and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as instruments reasonably requested by the Administrative Agent in connection to effectuate any such increase. The Borrowers shall prepay any 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 Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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)correct, on and as of the Increase Effective Date, except to the extent that such representations 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, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increaseIncremental Increase, no Potential Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loanexists. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such Incremental Increase. The Borrower shall prepay any 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 Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, on or prior to the Borrower shall deliver to applicable Increase Effective Date, (i) the Administrative Agent (i) shall have received a certificate of each Loan Party dated as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) solely in connection with the first Increase Effective Date to occur after the Closing Date, certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval to increase the Facilities to an amount at least equal to the Dollar Equivalent of $2,750,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Parent Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 such Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such date after giving effect to such qualification, and (3) for purposes of this SectionSection 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Parent Borrower and each Eligible Assignee that is becoming a Lender in connection with such increase, which New Lender Joinder Agreement shall be acknowledged and consented to in writing by the Administrative Agent and, if such Eligible Assignee is becoming a Revolving Credit Lender, by the Swing Line Lender and each L/C Issuer and (y) written confirmation from each existing Lender, if any, participating in such increase is of the amount by which its Commitment will be increased, which confirmation, if from a Revolving Credit Lender, shall be acknowledged and consented to in writing by the form of an Incremental Term LoanSwing Line Lender and each L/C Issuer, an agreement(iii) the Parent Borrower shall pay such fees to the Bookrunners, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each for its own account and for the benefit of the Lenders providing such increase, as are agreed mutually at the time such increase is established and (iv) upon the reasonable request of any Lender made at least ten days prior to the applicable Lender and New Increase Effective Date, the Parent Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the Borrower documentation and the Administrative Agent (each such agreementother information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent USA PATRIOT Act and the Beneficial Ownership Regulation, in connection with any each case at least five days prior to such increase in the Term Loan A-1 or the making of an Incremental Term Loaneffectiveness date.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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 SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the increase, no Default exists and exists, (ii) if such increase is in the form of an Incremental Term Loannew Notes to each Lender who requests a Note, an agreement, in form and substance reasonably satisfactory to the Administrative Agentextent required as a result of the increase in such Lender’s Commitment, duly executed by each applicable Lender and New Lender, (iii) an opinion of counsel as to the corporate (or partnership or limited liability company) authorization of the Borrower and the Administrative Agent Guarantors of the increase, substantively in the form delivered on the Closing Date, and (each such agreementiv) an amendment to this Agreement signed by the Borrower, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any and such Lenders providing such increase to amend the necessary provisions of this Article II to account for such increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such matters as may be reasonably requested by the Administrative Agent in connection with such increase 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) in the case of the Borrower, certifying, as of such date, giving effect to amounts drawn or to be drawn under the Facility (as increased pursuant to this Section 2.13) as of such date, pro forma compliance with the financial covenants contained in Section 7.11 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b), and (BC) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI ARTICLE V and the other Loan Documents are true and correct in all material respects (unless already except with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case they shall be true and correct in all respects), ) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this SectionSection 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loan.)

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such customary matters as may be reasonably requested by the Administrative Agent in connection with such increase , (ii) 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 (A) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (B) certifying, as of such date, giving effect to amounts drawn or to be drawn under the Facility (as increased pursuant to this Section 2.13) as of such date, compliance with the financial covenants contained in the case Section 7.11 on a Pro Forma Basis as of the Borrowerlast day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b), and (C) certifying (on behalf of itself and the other Loan Parties, and prior to the MLP Borrower Replacement, Holdings) that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already except with respect to representations and warranties which are expressly 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 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 with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this SectionSection 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.5 shall be deemed to refer to the most recent statements of Borrower and its Subsidiaries furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.1, and (2) both before no Event of Default has occurred and is continuing and (iii) such amendments to the Mortgages as the Administrative Agent reasonably deems necessary in order for the Obligations (after giving effect to the such increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loancontinue to be secured on a first lien basis. The Borrower shall deliver borrow additional Loans from the Lenders whose Commitments have been increased (or cause obtained) and/or prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.5) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, on or prior to the Borrower shall deliver to applicable Increase Effective Date, (i) the Administrative Agent (i) shall have received a certificate of each Loan Party dated as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) solely in connection with the first Increase Effective Date to occur after the Closing Date, certifying that, as of such Increase 92 Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval to increase the Facilities to an amount at least equal to the Dollar Equivalent of $2,750,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Parent Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 such Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such date after giving effect to such qualification, and (3) for purposes of this SectionSection 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Parent Borrower and each Eligible Assignee that is becoming a Lender in connection with such increase, which New Lender Joinder Agreement shall be acknowledged and consented to in writing by the Administrative Agent and, if such Eligible Assignee is becoming a Revolving Credit Lender, by the Swing Line Lender and each L/C Issuer and (y) written confirmation from each existing Lender, if any, participating in such increase is of the amount by which its Commitment will be increased, which confirmation, if from a Revolving Credit Lender, shall be acknowledged and consented to in writing by the form of an Incremental Term LoanSwing Line Lender and each L/C Issuer, an agreement(iii) the Parent Borrower shall pay such fees to the Bookrunners, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each for its own account and for the benefit of the Lenders providing such increase, as are agreed mutually at the time such increase is established and (iv) upon the reasonable request of any Lender made at least ten days prior to the applicable Lender and New Increase Effective Date, the Parent Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the Borrower documentation and the Administrative Agent (each such agreementother information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent USA PATRIOT Act and the Beneficial Ownership Regulation, in connection with any each case at least five days prior to such increase in the Term Loan A-1 or the making of an Incremental Term Loaneffectiveness date.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a customary opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such matters as may be reasonably requested by the Administrative Agent in connection with such increase and (ii) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) in the case of the Borrower, certifying, as of such date, giving effect to amounts drawn or to be drawn under the Aggregate Commitments (as increased pursuant to this Section 2.13) as of such date, pro forma compliance with the financial covenants contained in Section 7.11 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b), and (BC) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI ARTICLE V and the other Loan Documents are true and correct in all material respects (unless already except with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case they shall be true and correct in all respects), ) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this SectionSection 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the increase, no Event of Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loanexists.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent (i) 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 (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent on the Third Amendment Effective Date included approval to increase the maximum aggregate principal amount of all commitments and outstanding loans under this Agreement to an amount at least equal to $300,000,000 and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except correct in all respects as of such date after giving effect to such qualification and (3) that for purposes of this SectionSection 2.17, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, 6.01 and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) the Administrative Agent shall have received (x) a Joinder Agreement for each New Lender, if any, participating in such increase is in the form of an Incremental Term LoanFacility, an agreement, which Joinder Agreement shall be duly executed by the Borrower and such New Lender and acknowledged and consented to (if required) in form and substance reasonably satisfactory to writing by the Administrative Agent, duly executed by (y) written confirmation from each applicable Lender and New existing Lender, if any, participating in such increase of the amount of the Incremental Term Loan that it has committed to make and (z) all fees agreed to by the Borrower and the Administrative Agent (each with respect to such agreement, an “Incremental Term Loan Agreement”and required to be paid on or before the Increase Effective Date, (iii) the Administrative Agent shall have received a written notice setting forth the Applicable Type of Incremental Term Loans being requested not later than 11:00 a.m. three Business Days prior to the Increase Effective Date (if the Incremental Term Loans requested are Eurodollar Rate Loans), and (iv)or on the maturity date for Increase Effective Date (if the Incremental Term Loans requested are Base Rate Loans) and (iv) all of the conditions set forth in Section 4.02 shall be satisfied with respect to the funding of such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term LoanLoans.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent (i) 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 (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval to increase the Aggregate Commitments to an amount at least equal to $750,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (unless already qualified by materiality or Material Adverse Effecti) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects), on and material respects as of such earlier date, (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the Increase Effective Date, foregoing clause (i)) after giving effect to such qualification except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that (iii) for purposes of this SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrower and each Eligible Assignee that is becoming a Lender in connection with such increase, which New Lender Joinder Agreement shall be acknowledged and consented to in writing by the Administrative Agent and the L/C Issuer and (y) written confirmation from each existing Lender, if any, participating in such increase is of the amount by which its Commitment will be increased, which confirmation shall be acknowledged and consented to in writing by the form of an Incremental Term Loan, an agreement, in form L/C Issuer and substance reasonably satisfactory (iii) the Borrower shall pay such fees to the Administrative Agent, duly executed by each applicable Lender for its own account and New Lenderfor the benefit of the Lenders participating in the increase, as are agreed mutually at the Borrower time and shall have paid the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth fee required to be paid pursuant to the Applicable Rate and the maturity date for such Incremental Term LoanFee Letter in connection therewith. The Borrower shall deliver or cause prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.05) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease in the amount of the Tranche A Revolving Loan Commitment of Xxxxx Fargo (and a concurrent increase in the Tranche A Revolving Loan Limit), (i) the Lead Borrower shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date, except (unless already qualified by materiality or Material Adverse Effecti) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects), on and as of the Increase Effective Date, except to the extent that such representations refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and except that warranty qualified by “materiality”, “Material Adverse Effect” or similar language, they shall be true and correct in all respects, and (iii) for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if Xxxxx Fargo shall have received the commitment fee set forth in the Fee Letter with respect to such increase is in its Tranche A Revolving Loan Commitment; (iii) no Default or Event of Default exists; (iv) the form of Borrowers shall deliver to the Administrative Agent and the Lenders an Incremental Term Loan, an agreementopinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, from counsel to the Borrower and Borrowers reasonably satisfactory to the Administrative Agent and dated such date; and (each v) the Borrowers shall have delivered such agreementother instruments, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate documents and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) agreements as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loan.may reasonably have requested;

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, on or prior to the Borrower shall deliver to applicable Increase Effective Date, (i) the Administrative Agent (i) shall have received a certificate of each Loan Party dated as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent (for delivery to the Lenders) on the Restatement Effective Date (which resolutions include approval of the increase of the aggregate principal amount of the Facilities) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (B) in the case of the BorrowerBorrowers, certifying that, immediately before and immediately after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except to the extent that (x) 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, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such date after giving effect to such qualification and (z) for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the increase, no Default exists and exists, (ii) the Administrative Agent shall have received (A) a New Lender Joinder Agreement duly executed by the Borrowers and each Eligible Assignee that is becoming a Lender in connection with such increase, which New Lender Joinder Agreement shall be acknowledged and consented to in writing by the Administrative Agent, and, if such Eligible Assignee is becoming a Revolving Credit Lender, by the L/C Issuer and (B) written confirmation from each existing Lender, if any, participating in such increase is of the amount by which its Revolving Credit Commitment will be increased or of the amount of the Incremental Term Loan it has committed to make, as applicable, which confirmation, if from a Revolving Credit Lender, shall be acknowledged and consented to in writing by the form of L/C Issuer, (iii) if requested by the Administrative Agent or any new Lender or existing Lender increasing its Revolving Credit Commitment or making an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent shall have received a favorable opinion of outside counsel to the Loan Parties, addressed to Administrative Agent and each Lender, as to such customary matters concerning the increase in the aggregate amount of the Facilities as the Administrative Agent may reasonably request, (each such agreement, an “iv) in the case of any Incremental Term Loan Agreement”Loans, (A) the Administrative Agent shall have received a written notice setting forth (1) the Applicable Type of Incremental Term Loans being requested and (2) and if applicable, the duration of the initial Interest Period with respect thereto, not later than 12:00 noon (x) three Business Days prior to the Increase Effective Date (if the Incremental Term Loans requested are Eurodollar Rate Loans), and (y) on the maturity date for Increase Effective Date (if the Incremental Term Loans requested are Base Rate Loans) and (B) all of the conditions set forth in Section 4.02 shall be satisfied with respect to the funding of such Incremental Term Loan. The Borrower shall deliver or cause Loans, (v) either (x) on the Increase Effective Date immediately prior to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any effectiveness of each such increase the principal balance outstanding under the Revolving Credit Facility is at least equal to seventy-five percent (75%) of the Revolving Credit Facility at such time or (y) immediately after giving effect to each such increase, the principal balance outstanding under the Revolving Credit Facility is at least equal to fifty percent (50%) of the Revolving Credit Facility at such time and (vi) the Borrowers shall have paid to the Arrangers such fees as shall have been separately agreed upon in writing in the Term Loan A-1 or amounts and at the making of an Incremental Term Loantimes so specified.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent (i) 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 (Ax) certifying and attaching the resolutions adopted by such Loan Party Party, to the extent necessary pursuant to the organizational documents of each Loan Party, approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase (and the making of any new extension of credit to the Borrower in connection with such increase), (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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 SectionSection 2.13, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (bc), respectively, of Section 7.016.01, and (2B) both before no Default exists, (C) at the time of such increase and after giving effect to such increase on a Pro Forma Basis, (1) the Borrower shall be in compliance with Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such increase (and the making of new extension of credit in connection with such increase, no Default exists ) had been consummated as of the first day of the fiscal period covered thereby) and (2) the Collateral Coverage Ratio shall not be less than 2.00:1.00 (after giving effect to such increase on a Pro Forma Basis and the making of any new extension of credit to the Borrower in connection with such increase); and (ii) if such increase is in the form of an Incremental Term Loan, an agreementthis Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower Agent and the Administrative Agent (Required Lenders, to include such terms as are customary for an increase of such type, it being understood that all of the other terms and conditions applicable to each such agreement, an “Incremental Term Loan Agreement”) setting forth increase shall be identical to the Applicable Rate terms and conditions applicable to the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term LoanLoans.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Toro shall deliver to the Administrative Agent (i) and the Lenders such information as may be requested pursuant to Section 4.01(a)(xi), and 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except (w) if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except (y) that for purposes of this SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, (B) Toro is in compliance with the financial covenants set forth in Sections 7.05 and 7.06, and (2C) both before no Default exists. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and after giving effect pay any additional amounts required pursuant to Section 3.05) to the increase, no Default exists and (ii) if such increase is in extent necessary to keep the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection outstanding Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, on or prior to the Borrower shall deliver to applicable Increase Effective Date, (i) the Administrative Agent (i) shall have received a certificate of each Loan Party dated as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval to increase the aggregate principal amount of the Facilities to an amount at least equal to $1,250,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such date after giving effect to such qualification and (3) for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) if the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrower and each Eligible Assignee that is becoming a Lender in connection with such increase is increase, which New Lender Joinder Agreement shall be acknowledged and consented to in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to writing by the Administrative Agent, duly executed and, if such Eligible Assignee is becoming a Revolving Credit Lender, by each applicable the Swing Line Lender and New the L/C Issuers and (y) written confirmation from each existing Lender, if any, participating in such increase of the Borrower amount by which its Revolving Credit Commitment or Term Loan, as applicable, will be increased, which confirmation, if from a Revolving Credit Lender, shall be acknowledged and consented to in writing by the Swing Line Lender and the Administrative Agent L/C Issuers, (each such agreement, an “Incremental Term Loan Agreement”iii) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably if requested by the Administrative Agent in connection with or any new Lender or Lender increasing its Revolving Credit Commitment or Term Loan, the Administrative Agent shall have received a favorable opinion of counsel (which counsel shall be reasonably acceptable to Administrative Agent), addressed to Administrative Agent and each Lender, as to such customary matters concerning the increase in the Term Loan A-1 or aggregate amount of the making of an Incremental Term LoanFacilities as Administrative Agent may reasonably request and (iv) the Borrower shall have paid to the Bookrunners the fee required to be paid pursuant to the Fee Letter in connection therewith.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent (ia) a certificate of each Loan Party Lead Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) Borrower certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (Bb) in the case a certificate of the Borrower, certifying that, before and after giving effect to such increase, Lead Borrower that (1) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except (A) 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, (B) in the case of any representation and warranty qualified by materiality, in which case they shall be true and correct in all respects, and (C) except that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the such increase, no Event of Default exists and or would arise therefrom, (ii) if the Borrowers shall have paid such increase is fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iii) no Event of Default exists; (iv) in the form case of an Incremental Term Loanincrease under clause (b) above, (1) the Loan Parties, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (2) if requested by the Agent, the Borrowers shall deliver an agreementopinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender from counsel to the Borrowers reasonably 9656966v810314033v12 satisfactory to the Agent and New Lender, dated such date; and (3) the Borrower Borrowers and the Administrative Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Agent (each such agreementmay reasonably have requested, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinionsan amendment to the Term Facility (or any Permitted Real Estate Financing, if applicable) as reasonably requested by the Administrative Agent in connection with such increase if required, and (iv) if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to the Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the applicable Borrowers, together with such other documentation as the Agent shall reasonably request, in order to enable the Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the FRB. Any Committed Loans outstanding on the Increase Effective Date shall be automatically adjusted to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Term Commitments under this Section. Any increase under this Section 2.15 shall be on terms identical to those applicable to the existing Commitments, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Loan A-1 or Parties and the making of an Incremental Term LoanLenders and Additional Commitment Lenders agreeing to participate in such increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Lead Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Term 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 SectionSection 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default or Event of Default exists and (iiC) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the final maturity date for such Incremental of the additional Term Loan. The Borrower shall deliver or cause Loans is no earlier than the Maturity Date applicable to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or Facility and the making weighted average life to maturity of an Incremental the additional Term LoanLoans is no earlier than the weighted average life to maturity of the Term Loan Facility. The additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, (i) the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the applicable Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent on the Closing Date include approval to increase the maximum aggregate principal amount of all commitments and outstanding loans under this Agreement to an amount at least equal to $1,250,000,000, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except correct in all respects as of such date after giving effect to such qualification and (3) that for purposes of this SectionSection 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) the Administrative Agent shall have received (x) a New Lender Joinder Agreement for each Eligible Assignee (other than a Lender), if any, participating in such increase is increase, which New Lender Joinder Agreement shall be duly executed by the Borrower and each such Eligible Assignee and acknowledged and consented to in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to writing by the Administrative Agent, duly executed by each applicable Lender and New Lender, in the Borrower and the Administrative Agent (each such agreement, case of an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or Revolving Credit Facility, the making Swing Line Lender and the L/C Issuer and (y) written confirmation from each existing Lender, if any, participating in such increase of an Incremental Term Loanthe amount by which its Revolving Credit Commitment will be increased, and/or the amount of term loans and/or term loan commitments to be provided by it, and (iii) the Borrower shall have paid to the Arrangers the fees, if any, required to be paid pursuant to the Fee Letters in connection therewith.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Term Facility Increase Effective Date (in sufficient copies for each Term Facility Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Term Facility Increase Effective Date (unless already provided that any such representation or warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect, in which case they ” or similar language shall be true and correct in all respects), on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (provided that any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such earlier date), and except that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections Sections 5.05(a), (ab), (c) and (bd) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses Sections 6.01(a)(i), (aa)(ii), (b)(i) and (bb)(ii), respectively, of Section 7.01, and (2B) both before and after giving effect no Default exists. The additional Term Facility Loans shall be made by the Term Facility Lenders participating therein pursuant to the increase, no Default exists procedures set forth in Section 2.02 and (ii) if such increase is in otherwise upon the form of an Incremental Term Loan, an agreement, in form terms and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting conditions set forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loanherein.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increaseIncremental Increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Credit Documents are true and correct in all material respects (unless already or in the case of a representation or warranty qualified by materiality or Material Adverse Effectmateriality, in which case they shall be true and correct in all respects), ) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.19 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default or Event of Default exists and is continuing and (iiC) if such increase is the Borrower and its Subsidiaries are in pro forma compliance with each of the financial covenants contained in Section 6.16. To the extent that any Incremental Increase shall take the form of an Incremental Term Loan, an agreementthis Credit Agreement shall be amended (without the need to obtain the consent of any Lender or the L/C Issuers other than the Lenders providing such Incremental Term Loans), in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that the covenants, defaults and similar non-economic provisions applicable Lender to any Incremental Term Loan (i) shall be substantially similar to the terms of the then existing Credit Documents and New Lender, shall be no more restrictive than the Borrower and corresponding terms set forth in the then existing Credit Documents without the express written consent of the Administrative Agent and the Required Revolving Lenders and (ii) shall not contravene any of the terms of the then existing Credit Documents. Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Loans and be part of the existing revolving credit facilities hereunder. Upon each Revolving Credit Increase (x) each Lender having a Revolving Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such agreementRevolving Credit Increase Lender will automatically and without further act be deemed to have assumed, an “Incremental Term Loan Agreement”a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) setting forth the Applicable Rate participations hereunder in Letters of Credit and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause (ii) participations hereunder in Swing Line Loans, will, in each case, equal each Lender’s Credit Percentage in respect of its Revolving Committed Amount (after giving effect to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 Revolving Commitments) and (y) if, on the date of such increase there are any Revolving Loans outstanding, such Revolving Loans shall, on or prior to the making effectiveness of an Incremental Term Loansuch Revolving Credit Increase, be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by any amounts required to be paid pursuant to Section 3.05 to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Credit Percentages arising from such Revolving Credit Increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease (which may be the same resolutions entered into in connection with this Agreement and delivered on the Closing Date), and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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 SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loanexists. The Borrower shall deliver or cause prepay any Committed Loans outstanding on the Increase Effective Date (and, unless waived, pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.05) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Committed Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall (i) pay any upfront or other fees agreed by the Borrower in connection with such increase and, (ii) deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender, including any Additional Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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 SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists or Event of Default exists. and (iiiii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with or any Lender deliver, at least ten (10) days prior to the Increase Effective Date, to the Administrative Agent (and any such increase in the Term Loan A-1 or the making of an Incremental Term LoanLender) a completed and executed Beneficial Ownership Certification.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents Document which are qualified as to materiality are true and correct, and the representations and warranties which are not qualified as to materiality are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effectrespects, in which each case they shall be true and correct in all respects), on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loanexists. The Borrower shall deliver or cause prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.05) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Revolving Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the REIT dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the REIT (Ax) (1) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of the Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolution include approval for an increase of the Aggregate Commitments by an amount of up to $30,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except correct in all respects as of such date after giving effect to such qualification and (3) that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) if the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrower and each Eligible Assignee that is becoming a Lender in connection with such increase is increase, which New Lender Joinder Agreement shall be acknowledged and consented to in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to writing by the Administrative Agent, duly executed by each applicable the Swing Line Lender and New the L/C Issuer and (y) written confirmation from each existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased, which confirmation shall be acknowledged and consented to in writing by the Swing Line Lender and the L/C Issuer and (iii) the Borrower and shall have paid to the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth Arrangers the Applicable Rate and fee required to be paid pursuant to the maturity date for such Incremental Term LoanFee Letter in connection therewith. The Borrower shall deliver or cause prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.05) as reasonably requested by to the Administrative Agent in connection extent necessary to keep the outstanding Revolving Credit Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to Agent at Borrower’s expense, (I) updated appraisals meeting the Administrative Appraisal Requirements for each Borrowing Base Property as may be requested by the Agent and (iII) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI and the other Loan Documents are 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 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 SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2B) both before no Default exists. Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and after giving effect pay any additional amounts required pursuant to Section 3.05) to the increase, no Default exists and (ii) if such increase is in extent necessary to keep the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection outstanding Committed Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the REIT dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the REIT (Ax) (1) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of the Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolution include approval for an increase of the Aggregate Commitments by an amount of up to $30,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except correct in all respects as of such date after giving effect to such qualification and (3) that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) if the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrower and each Eligible Assignee that is becoming a Lender in connection with such increase is increase, which New Lender Joinder Agreement shall be acknowledged and consented to in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to writing by the Administrative Agent, duly executed by each applicable the Swing Line Lender and New the L/C Issuer and (y) written confirmation from each existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased, which confirmation shall be acknowledged and consented to in writing by the Swing Line Lender and the L/C Issuer and (iii) the Borrower and shall have paid to the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth Arrangers the Applicable Rate and feefees required to be paid pursuant to the maturity date for such Incremental Term LoanFee Letter in connection therewith. The Borrower shall deliver or cause prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to be delivered any other customary documents (including, without limitation, customary legal opinionsSection 3.05) as reasonably requested by to the Administrative Agent extent necessary to keep the outstanding Revolving Credit Loans in connection each Tranche ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, (i) the Borrower shall deliver to the Administrative Agent (i) 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 (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (if such resolutions include approval to increase the Aggregate Commitments to an amount at least equal to $500,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effector, in which the case they shall be true of Sections 5.19 and correct 5.25, in all respects), ) on and as of the such Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this SectionSection 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists shall have occurred and is then continuing, (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, Agent shall have received (x) a New Lender Joinder Agreement duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent each Eligible Assignee that is becoming a Lender in connection with such increase, which New Lender Joinder Agreement shall (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause in order to be delivered any other customary documents (including, without limitation, customary legal opinionseffective) as reasonably requested be acknowledged and consented to in writing by the Administrative Agent and (y) written confirmation from each existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased, (iii) the Borrower shall have paid to the Arranger any fee required to be paid by the Borrower as agreed to in writing by the Arranger and the Borrower in connection therewith and (iv) upon the reasonable request of any New Lender or any existing Lender that has proposed to participate in the increase made at least ten (10) Business Days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with any applicable “know your customer” and Anti-Money Laundering Laws, including, the PATRIOT Act and the Beneficial Ownership Regulation, in each case not later than five (5) Business Days prior to such increase in the Term Loan A-1 or the making of an Incremental Term LoanIncrease Effective Date.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the terms and documentation in respect thereof shall be satisfactory to the Arranger and the Administrative Agent and the Borrower shall deliver to the Administrative Agent (i) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) no Default or Event of Default exists or would exist immediately after giving effect to the increase in the Aggregate Revolving Commitments, (B) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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 SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2C) both before all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Increase Effective Date after giving effect to actual Credit Extensions on the increaseIncrease Effective Date. Additionally, no Default exists and (ii) if as a condition precedent to such increase is in the form of Administrative Agent may require an Incremental Term Loan, an agreementopinion from counsel to each Loan Party and the General Partner, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender Agent and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loanits counsel.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI and the other Loan Documents are 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 Date, except to the extent that such representations 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, the representations and warranties CHAR1\2011553v5 contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Aggregate Revolving Commitments or a Term Loan A-1 or the making of an Incremental Term Loan.. If the Aggregate Revolving Commitments are increased, the Borrower shall prepay any 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 Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Aggregate Revolving Commitments under this Section. (f)

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Exhibit A to Third Amendment Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI and the other Loan Documents are 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 Date, except to the extent that such representations 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, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loan.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent (i) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (Bii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (1A) each of the conditions set forth in Section 4.02 shall have been satisfied; (B) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless except to the extent that any representation and warranty that is already qualified by materiality or Material Adverse Effect, in which case they 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 in all material respects (except that any representation and warranty 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 SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2C) both before and after giving effect to the increase, no Default exists and (iiD) if the Company’s compliance with the covenants set forth in Sections 7.10, 7.11 and 7.12 determined on a pro forma basis after giving effect to such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loanincrease. The Borrower Company shall deliver or cause to be delivered any other customary documents (documents, including, without limitation, customary legal opinions) , as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term LoanRevolving Credit Facility.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Term Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except correct in all respects as of such date after giving effect to such qualification and (3) that for purposes of this SectionSection 2.17, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, 6.01 and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent shall have received (x) a New Term Lender Joinder Agreement for each such agreementNew Term Lender, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (includingif any, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent participating in connection with any such increase in the Term Loan A-1 or Facility, which New Term Lender Joinder Agreement shall be duly executed by the making Borrower and such New Term Lender and acknowledged and consented to in writing by the Administrative Agent and (y) -76- written confirmation from each existing Term Lender, if any, participating in such increase of an the amount of the Incremental Term LoanLoan that it has committed to make, (iii) the Administrative Agent shall have received a written notice setting forth the Type of Incremental Term Loans being requested not later than 11:00 a.m. (x) three Business Days prior to the Term Increase Effective Date (if the Incremental Term Loans requested are Eurodollar Rate Loans), and (ii) on the Term Increase Effective Date (if the Incremental Term Loans requested are Base Rate Loans); (iv) all of the conditions set forth in Section 4.02 shall be satisfied with respect to the funding of such Incremental Term Loans and (v) the Borrower shall have paid to the Arrangers the fee, if any, required to be paid pursuant to the Fee Letter in connection therewith.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, on or prior to the Borrower shall deliver to applicable Increase Effective Date, (i) the Administrative Agent (i) shall have received a certificate of each Loan Party dated as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval to increase the Aggregate Commitments to an amount at least equal to $1,750,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 such Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such date after giving effect to such qualification and (3) for purposes of this SectionSection 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, Agent shall have received (x) a New Lender Joinder Agreement duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (each Eligible Assignee that is becoming a Lender in connection with such agreementincrease, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate which New Lender Joinder Agreement shall be acknowledged and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause consented to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested in writing by the Administrative Agent and, if such Eligible Assignee is becoming a Revolving Credit Lender, by the Swing Line Lender and the L/C Issuer and (y) written confirmation from each existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased, which confirmation, if from a Revolving Credit Lender, shall be acknowledged and consented to in writing by the Swing Line Lender and the L/C Issuer and (iii) the Borrower shall have paid to the Arrangers the fee required to be paid pursuant to the Fee Letter in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loantherewith.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and demonstrating to the Administrative Agent that, before and after giving to such increase, the Borrower will be in pro forma compliance with all covenants hereunder, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 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 SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and substance reasonably satisfactory pay any additional amounts required pursuant to Section 3.05) to the Administrative Agent, duly executed by each applicable Lender and New Lender, extent necessary to keep the Borrower and the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection outstanding Committed Loans ratable with any such revised Applicable Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanCommitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent (i) 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 (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent on the Third Amendment Effective Date included approval to increase the maximum aggregate principal amount of all commitments and outstanding loans under this Agreement to an amount at least equal to $300,000,000 and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such date after giving effect to such qualification and (3) for purposes of this SectionSection 2.17, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, 6.01 and (2B) both before and after giving effect to the increase, no Default exists and exists, (ii) the Administrative Agent shall have received (x) a Joinder Agreement for each New Lender, if any, participating in such increase is in the form of an Incremental Term LoanFacility, an agreement, which Joinder Agreement shall be duly executed by the Borrower and such New Lender and acknowledged and consented to (if required) in form and substance reasonably satisfactory to writing by the Administrative Agent, duly executed by (y) written confirmation from each applicable Lender and New existing Lender, if any, participating in such increase of the amount of the Incremental Term Loan that it has committed to make and (z) all fees agreed to by the Borrower and the Administrative Agent (each with respect to such agreement, an “Incremental Term Loan Agreement”and required to be paid on or before the Increase Effective Date, (iii) the Administrative Agent shall have received a written notice setting forth the Applicable Type of Incremental Term Loans being requested not later than 11:00 a.m. three Business Days prior to the Increase Effective Date (if the Incremental Term Loans requested are Eurodollar Rate Loans), or on the Increase Effective Date (if the Incremental Term Loans requested are Base Rate Loans) and (iv) all of the maturity date for conditions set forth in Section 4.02 shall be satisfied with respect to the funding of such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term LoanLoans.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case each of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI V and the other Loan Documents are shall be true and correct in all material respects (unless except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects), the text thereof) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this SectionSection 2.12, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, (B) no Event of Default shall have occurred and be continuing or would result therefrom and (2C) both before if applicable, the Borrower shall have delivered to the Administrative Agent a Joinder Agreement executed by the Borrower, the applicable Increasing Lenders(s) and acknowledged by the Administrative Agent. On the Increase Effective Date (i) each relevant Increasing Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New Lender, the Borrower and the Administrative Agent (use of such amounts to make payments to such other Lenders, each such agreement, an “Incremental Term Loan Agreement”) setting forth Lender’s portion of the outstanding Loans to equal its Applicable Rate and Percentage of the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loan.Loans outstanding after giving

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, (i) no Default shall have occurred or be continuing and on or prior to the Borrower shall deliver to applicable Increase Effective Date, (ii) the Administrative Agent (i) shall have received a certificate of each Loan Party dated as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval to increase the aggregate principal amount of the Facilities to an amount at least equal to $300,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such date after giving effect to such qualification and (3) for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before no Default exists, (iii) the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrower and after giving effect to the each Eligible Assignee that is becoming a Revolving Credit Lender in connection with such increase, no Default exists which New Lender Joinder Agreement shall be acknowledged and (ii) if such increase is consented to in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to writing by the Administrative Agent, duly executed by each applicable the Swing Line Lender and New the L/C Issuers and (y) written confirmation from each existing Lender, if any, participating in such increase of the Borrower amount by which its Commitment will be increased, which confirmation has been acknowledged and consented to in writing by the Swing Line Lender and the Administrative Agent L/C Issuers, (each such agreement, an “Incremental Term Loan Agreement”iv) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably if requested by the Administrative Agent in connection with or any new Lender or Lender increasing its Commitment, the Administrative Agent shall have received a favorable opinion of counsel (which counsel shall be reasonably acceptable to Administrative Agent), addressed to Administrative Agent and each Lender, as to such customary matters concerning the increase in the Term Loan A-1 or aggregate amount of the making of an Incremental Term LoanRevolving Credit Facility as the Administrative Agent may reasonably request and (v) the Borrower shall have paid any fees required to be paid pursuant to the Fee Letter in connection therewith.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ax) certifying and attaching the resolutions adopted by such the Borrower and the other Loan Party Parties approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, immediately before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified by respects, except for such representations and warranties that have a materiality or Material Adverse EffectEffect qualification, in which case they shall be true and correct in all respects), on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, (B) no Default exists and (2C) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New LenderRevolving Credit Facility Increase, the Borrower and its Restricted Subsidiaries are in compliance with the Administrative Agent applicable financial covenants contained in Section 7.11 on a pro forma basis (each such agreementgiving effect to, an “Incremental Term Loan Agreement”among other things, any Borrowing to be made on the Revolving Credit Increase Effective Date and any repayment of indebtedness after the beginning of the relevant determination period but prior to or substantially simultaneous with the Revolving Credit Increase Effective Date) setting forth as at the Applicable Rate and last day of the maturity date most recently ended fiscal quarter of the Borrower for such Incremental Term Loanwhich financial statements have been delivered pursuant to Section 6.01. The Borrower shall deliver or cause to be delivered any other customary documents (documents, including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such Revolving Credit Facility Increase. The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanRevolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) 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 (Ai) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increaseIncremental Increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Credit Documents are true and correct in all material respects (unless already or in the case of a representation or warranty qualified by materiality or Material Adverse Effectmateriality, in which case they shall be true and correct in all respects), ) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.19 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default or Event of Default exists and is continuing and (iiC) if such increase is the Borrower and its Subsidiaries are in pro forma compliance with each of the financial covenants contained in Section 6.16. To the extent that any Incremental Increase shall take the form of an Incremental Term Loan, an agreementthis Credit Agreement shall be amended (without the need to obtain the consent of any Lender or the L/C Issuers other than the Lenders providing such Incremental Term Loans), in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that the covenants, defaults and similar non-economic provisions applicable Lender to any Incremental Term Loan (i) shall be substantially similar to the terms of the then existing Credit Documents and New Lender, shall be no more restrictive than the Borrower and corresponding terms set forth in the then existing Credit Documents without the express written consent of the Administrative Agent and the Required Revolving Lenders and (ii) shall not contravene any of the terms of the then existing Credit Documents. Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Loans and be part of the existing revolving credit facilities hereunder. Upon each Revolving Credit Increase (x) each Lender having a Revolving Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such agreementRevolving Credit Increase Lender will automatically and without further act be deemed to have assumed, an “Incremental Term Loan Agreement”a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) setting forth the Applicable Rate participations hereunder in Letters of Credit and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause (ii) participations hereunder in Swing Line Loans, will, in each case, equal each Lender’s Revolving Commitment Percentage (after giving effect to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such increase in the Term Loan A-1 Revolving Commitments) and (y) if, on the date of such increase there are any Revolving Loans outstanding, such Revolving Loans shall, on or prior to the making effectiveness of an Incremental Term Loansuch Revolving Credit Increase, be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by any amounts required to be paid pursuant to Section 3.05 to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Credit Percentages arising from such Revolving Credit Increase.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, (i) the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving A Lender) signed by a Responsible Officer of such Loan Party (Ax) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Revolving A Lenders on the Closing Date (which resolutions include approval to increase the aggregate principal amount of the Revolving A Credit Facility to an amount at least equal to $1,250,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are 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 such Increase Effective Date, except to the extent that (1) 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, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this SectionSection 2.18, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01, and (2B) both before and after giving effect to the increase, no Default exists shall have occurred and is then continuing, (ii) if the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrower and each Eligible Assignee that is becoming a Revolving A Lender in connection with such increase is increase, which New Lender Joinder Agreement shall be acknowledged and consented to in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to writing by the Administrative Agent, duly executed by each applicable the Swing Line Lender and New each Facility A L/C Issuer and (y) written confirmation from each existing Revolving A Lender, if any, participating in such increase of the amount by which its Revolving A Credit Commitment will be increased, which confirmation shall be acknowledged and consented to in writing by the Swing Line Lender and each L/C Issuer and (iii) the Borrower and shall have paid to the Administrative Agent (each such agreement, an “Incremental Term Loan Agreement”) setting forth Arrangers the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause fee required to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by paid pursuant to the Administrative Agent Fee Letter in connection with any such increase in the Term Loan A-1 or the making of an Incremental Term Loantherewith.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent (ia) a certificate of each Loan Party Lead Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) Borrower certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (Bb) in the case a certificate of the Borrower, certifying that, before and after giving effect to such increase, Lead Borrower that (1) the representations and warranties contained in Article VI V and the other Loan Documents are 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 Date, except (A) 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, (B) in the case of any representation and warranty qualified by materiality, in which case they shall be true and correct in all respects, and (C) except that for purposes of this SectionSection 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (2) both before and after giving effect to the such increase, no Event of Default exists and or would arise therefrom, (ii) if the Borrowers shall have paid such increase is fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iii) no Event of Default exists; and (iv) in the form case of an Incremental Term Loanincrease under clause (b) above, (1) the Loan Parties, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (2) if requested by the Agent, the Borrowers shall deliver an agreementopinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender from counsel to the Borrowers reasonably satisfactory to the Agent and New Lender, dated such date; and (3) the Borrower Borrowers and the Administrative Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Agent (each such agreementmay reasonably have requested, an “Incremental Term Loan Agreement”) setting forth the Applicable Rate and the maturity date for such Incremental Term Loan. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, customary legal opinions) as reasonably requested by an amendment to the Administrative Agent Term Facility in connection with such increase if required, and (iv) if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to the Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the applicable Borrowers, together with such other documentation as the Agent shall reasonably request, in order to enable the Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the FRB. Any Committed Loans outstanding on the Increase Effective Date shall be automatically adjusted to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Term Commitments under this Section. Any increase under this Section 2.15 shall be on terms identical to those applicable to the existing Commitments, except with respect to any commitment, arrangement, upfront or similar fees that 9656966v8 may be agreed to among the Loan A-1 or Parties and the making of an Incremental Term LoanLenders and Additional Commitment Lenders agreeing to participate in such increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ax) certifying and attaching the resolutions adopted by such the Borrower and the other Loan Party Parties approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, immediately before and after giving effect to such increase, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified by respects, except for such representations and warranties that have a materiality or Material Adverse EffectEffect qualification, in which case they shall be true and correct in all respects), on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this SectionSection 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, (B) no Default exists and (2C) both before and after giving effect to the increase, no Default exists and (ii) if such increase is in the form of an Incremental Term Loan, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Lender and New LenderRevolving Credit Facility Increase, the Borrower and its Restricted Subsidiaries are in compliance with the Administrative Agent financial covenants contained in Section 7.11 on a pro forma basis (each such agreementgiving effect to, an “Incremental Term Loan Agreement”among other things, any Borrowing to be made on the Revolving Credit Increase Effective Date and any repayment of indebtedness after the beginning of the relevant determination period but prior to or substantially simultaneous with the Revolving Credit Increase Effective Date) setting forth as at the Applicable Rate and last day of the maturity date most recently ended fiscal quarter of the Borrower for such Incremental Term Loanwhich financial statements have been delivered pursuant to Section 6.01. The Borrower shall deliver or cause to be delivered any other customary documents (documents, including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any such Revolving Credit Facility Increase. The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Term Loan A-1 or the making of an Incremental Term LoanRevolving Credit Commitments under this Section.