Common use of Conditions to Effectiveness of Increase Clause in Contracts

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective 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, (B) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company 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 Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default exists or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation would result from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company 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 Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Company, certifying that, before and after giving effect to such increase, (x1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in clause (a) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y2) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers 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 Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) a consent and reaffirmation certificate of each Loan Party dated as of the Increase Effective 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 increaseParty, (Bii) certifying in the case of the Company, a certification that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.046.01, (B) both before and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it no Default exists, and (C) before giving effect to such increase, the Leverage Ratio is bound less than 3.00 to 1.00 (accompanied by all terms of this Agreement and supporting evidence reasonably satisfactory to the other Loan Documents; (ii) if any portion of the increase is being provided by a new LenderAdministrative Agent), a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related if requested by the Administrative Agent, supplemental opinions from counsel for the Borrowers in form and substance reasonably satisfactory to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)the Administrative Agent. The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Company.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party Borrower dated as of the Increase Effective Date (with sufficient copies for each Revolving Credit (USD) Lender) signed by a Responsible Officer of such Loan Party Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, increase and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in clauses (a) and (b) of Section 5.02 5.12 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.1, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Revolving Credit (USD) Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Revolving Credit (USD) Loans ratable with any revised Applicable Percentages Pro Rata Revolving Credit (USD) Shares arising from any nonratable non-ratable increase in the Revolving Credit (USD) Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) 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 increase, and (By) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers 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 Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event exists. To the extent that the increase of Default has occurred or is continuingthe Commitments shall take the form of a new term loan tranche, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement shall be amended, in form and substance satisfactory to the other Loan Documents and acknowledges and reaffirms thatAdministrative Agent, after giving effect to include such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by as are customary for a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)term loan commitment. The Company 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 Commitments Total Credit Exposure of any Lender under this Section, and each Loan Party shall execute and deliver such documents or instruments as the Administrative Agent may require to evidence such increase in the Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowing Agent 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 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) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V V, in the case of the Borrowers, and the other Loan Documents Documents, in the case of each Loan Party party thereto, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from exists. At the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion request of the increase is being provided by a new LenderAdministrative Agent, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company the Borrowers 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 Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company US 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 US 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 US Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company US Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the US Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) 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, (xA) the representations and warranties contained in Article V §7 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14§2.11, the representations and warranties contained in Section 5.02 §7.4.2 shall be deemed to refer to the most recent statements furnished pursuant to clauses the Lenders, (a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or is continuing, exists and (C) a statement the sum of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and outstanding amount of the other Loan Documents and acknowledges and reaffirms that, Revolving Credit Loans (after giving effect to all amounts requested on the increase Effective Date) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans does not exceed the lesser of (i) the Total Commitment at such increase, it is bound by all terms of this Agreement time and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of Borrowing Base at such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)time. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05§5.9) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective 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 increaseCompany, (B) certifying that, both immediately before and immediately after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the no Default exists. On each Increase Effective Date, except (i) each relevant Lender that is increasing its Commitment shall make available to the extent that Administrative Agent such representations and warranties specifically refer to an earlier dateamounts in immediately available funds as such Administrative Agent shall determine, in which case they are true and correct as for the benefit of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatrelevant Lenders, as being required in order to cause, after giving effect to such increaseincrease and the application of such amounts to make payments to such other relevant Lenders, it is bound the outstanding Committed Loans (and, subject to Section 2.17, risk participations in outstanding Swing Line Loans and L/C Obligations) to be held ratably by all terms of this Agreement and the other Loan Documents; Lenders in accordance with their respective revised Applicable Percentage, (ii) if any portion of the increase is being provided by a new Lender, a Note in favor Borrowers shall be deemed to have prepaid and reborrowed the outstanding Committed Loans as of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company 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 Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionSection and (iii) the Company shall pay to the relevant Lenders the amounts, if any, required pursuant to Section 3.05 as a result of such prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) a consent and reaffirmation certificate of each Loan Party dated as of the Increase Effective 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 increaseParty, (Bii) certifying in the case of the Company, a certification that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingexists, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related if requested by the Administrative Agent, supplemental opinions from counsel for the Borrowers in form and substance reasonably satisfactory to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)the Administrative Agent. The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Company.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseCredit Increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date 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 increaseCredit Increase, and (By) in the case of the Company, certifying that, before and after giving effect to such increaseCredit Increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided that representations qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties that specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that representations qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers 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 Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, (B) the Company shall be in pro forma compliance with each of the financial covenants set forth in Section 7.11 after giving effect to any such increase and (yC) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.11, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event exists. To the extent that the increase of Default has occurred or is continuingthe Commitments shall take the form of a new term loan tranche, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement shall be amended, in form and substance satisfactory to the other Loan Documents and acknowledges and reaffirms thatAdministrative Agent, after giving effect to include such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by as are customary for a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)term loan commitment. The Company 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 Commitments Total Credit Exposure of any Lender under this Section, and each Loan Party shall execute and deliver such documents or instruments as the Administrative Agent may require to evidence such increase in the Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company 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, (xA) the representations and warranties contained in Article V Section 6 and the other Loan Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.141.17, the representations and warranties contained in subsections (a)(i) and (a)(ii) of Section 5.02 6.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.047.1, and (yB) no Default or Event of Default has occurred and is continuing or is continuingwould result therefrom. On the Increase Effective Date, each Lender (including any new Lender) participating in such Commitment increase shall purchase and assume from each existing Lender having Loans outstanding on such Increase Effective Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s ratable portion of the Total Revolving Commitments (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such Commitment increase), it is bound by all terms of this Agreement and in the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lenderaggregate Loans then outstanding, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related as to such increase (includingensure that, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant after giving effect to Section 3.05) to such Commitment increase, each Lender is owed only its ratable portion of the extent necessary to keep the Loans outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectionon such Increase Effective Date.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any of its Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increaseincrease (which such resolutions may be certified in, and attached to, the certificate certifying to resolutions of the Borrower delivered on or prior to the Closing Date pursuant to Section 4.01(a)(iii)) and (Bii) certifying that, before and after giving effect to such increase, (xA) no Default exists, and (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties (x) contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, 6.01 and (y) no Default or Event contained in subsection (c) of Default has occurred or is continuing, and (C) a statement of reaffirmation from Section 5.05 shall be deemed to refer to the Loan Parties most recent statements furnished pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatclause (a) or clause (b) of Section 6.01, after giving effect to such increase, it whichever is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)most recent. The Company 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 Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsection (a) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingexists, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement Borrower and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by Parties are in compliance with all terms of this Agreement and the other Loan Documents; (ii) if any portion of the terms and conditions of the Senior Notes, and (D) the increase is being provided by a new Lender, a Note will not result in any obligation to grant any Liens in favor of such Lender if so requested by such Lender; and (iii) payment the holders of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)the Senior Notes. The Company 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 Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.19, the representations and warranties contained in clauses (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Commitment Increase, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Commitment Increase. The Company 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 Revolving Commitments under this SectionSection 2.19.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ab) and (ba), respectively, of Section 6.046.09, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any exists. Each applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company 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 principal of either Term Loan Facility or the Aggregate Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Financial Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V III and the other Loan Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not apply to any representations and warranties that are qualified or modified by materiality in the text thereof) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except that such materiality qualifier shall not apply to any representations and warranties that are qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has shall have occurred or is continuing, and (C) the Borrower would be in compliance with Section 6.09 on a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion pro forma basis as of the increase is being provided by a new Lender, a Note in favor last day of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)the most recently-ended fiscal quarter for which financial statements are available. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.15) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowing Agent 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 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) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V V, in the case of the Borrowers, and the other Loan Documents Documents, in the case of each Loan Party party thereto, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from exists. At the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion request of the increase is being provided by a new LenderAdministrative Agent, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company the Borrowers 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 Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section, which prepayment may be made with the proceeds of the Borrowing of a Revolving Loan.

Conditions to Effectiveness of Increase. As a condition precedent to any such increaseincrease in the Revolving Credit Facility, the 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 increaseincrease in the Revolving Credit Facility, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increaseincrease in the Revolving Credit Facility, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (other than representations and warranties qualified by materiality, which 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 (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in clauses (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b)) of Section 6.01, respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or is continuing, exists and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and Company is in pro forma compliance with the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note Consolidated Leverage Ratio covenant set forth in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative feeSection 7.11(b). The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the applicable 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 Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company 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 Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lendercustomary documents, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company 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 Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lendercustomary documents, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company 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 Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i1) 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or with respect to representations and warranties qualified by materiality, in all respects) on and as of the 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 (or with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, exists and (C2) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion consent of the increase is being provided by a new Lender, a Note in favor of such Lender if so Borrower reasonably requested by such Lender; and (iii) payment of any applicable fees related to the Administrative Agent in connection with such increase (including, without limitation, any applicable arrangement, upfront and/or administrative feeunder Section 2.15(f). The Company In furtherance of the foregoing, each of the parties hereto hereby agrees that the Administrative Agent shall prepay any reallocate the outstanding Revolving Credit Loans outstanding amongst the Lenders based on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent their respective Revolving Credit Commitments as may be reasonably necessary to keep ensure that all Revolving Credit Loans are held by the outstanding Loans ratable Lenders pro rata in accordance with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectiontheir respective Revolving Credit Commitments.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company U.S. Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective 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, increase and (B) a statement of reaffirmation from the Loan Parties pursuant to which each Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) a certificate of the U.S. Borrower dated as of the Increase Effective Date signed by a Responsible Officer of the U.S. Borrower certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (iiiii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iiiiv) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company U.S. Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this SectionSection and/or, at the discretion of the Administrative Agent, add the new Lenders to the existing Borrowings.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Company dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Company (Ai) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateDate (unless any such representation or warranty is qualified by materiality, in which event such representation or warranty is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date (unless any such representation or warranty is qualified by materiality, in which event such representation or warranty was true and correct in all respects on and as of such earlier date), and except that for purposes of this Section 2.142.12, the representations and warranties contained in subsection (a) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, 6.01 and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower Agent shall deliver to the Administrative Agent (i) a certificate of each Loan Party Obligor dated as of the Revolver Increase Effective Closing Date signed by a Responsible Senior Officer of such Loan Party Obligor (Aa) certifying and attaching the resolutions adopted by such Loan Party Obligor approving or consenting to such increase, and (Bb) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (xi) the representations and warranties contained in Article V Section 9 and in the other Loan Documents are true and correct in all material respects on and as of the Revolver Increase Effective Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.2.5, the representations and warranties contained in Section 5.02 9.1.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) (i) and (bii), respectively, of Section 6.0410.1.4, and (yii) no Default or Event of Default has occurred or is continuing, and (C) a statement exists. The Borrowers shall pay all reasonable documented out of reaffirmation from pocket costs of the Loan Parties pursuant to which each Loan party ratifies this Agreement Agent and the other Loan Documents and acknowledges and reaffirms thatLenders, after giving effect to if any, incurred in connection with each such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrowers shall prepay any Revolver Loans outstanding on the Revolver Increase Effective Closing Date (and pay any additional amounts required pursuant to Section 3.053.9) to the extent necessary to keep the outstanding Revolver Loans ratable with any revised Applicable Percentages change in the Pro Rata interests of the Lenders arising from any nonratable increase in the Revolver Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall (i) 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 (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, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, (y) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11, and (yz) no Default or Event of Default has occurred or is continuingexists, and (Cii) a statement pay all upfront fees, as mutually agreed, for the account of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to Lenders participating in such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any 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 Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent Any such increase shall be subject to such increase, the Company following additional conditions: (i) the Parent 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 (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Parent Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which 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 as of such earlier date, and except that for purposes of this Section 2.142.18, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.1, and (yB) no Default or Event of Default has shall have occurred or is continuing, and (Cbe continuing as of the date of such notice given in accordance with Section 2.18(a) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents both immediately before and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms thereto as of this Agreement and the other Loan DocumentsRevolving Credit Increase Effective Date; (ii) if any portion the increase in Aggregate Commitments shall be on the same terms and conditions as this Agreement (except with respect to upfront or similar fees payable to the Lenders providing such increase and arrangement fees), including benefiting from the same guarantees and secured by the same liens and Collateral; (iii) the increase in Aggregate Commitments, to the extent arising from the admission of an Eligible Assignee as a Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Parent Borrower, the new Lender(s) and the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (iv) neither the funding of such increase (assuming that the Aggregate Commitments as so increased are fully drawn) nor the existence of the Liens securing the same would exceed 95% of any applicable limitation under the Term Loan Credit Agreement or any other agreement governing material Indebtedness for borrowed money of the Parent Borrower and its Subsidiaries; (v) the Borrowers shall pay all reasonable and documented fees and expenses in connection with the increase is being provided by a new Lenderin Aggregate Commitments, a Note including payments required pursuant to Section 3.5 in favor of such Lender if so requested by such Lenderconnection with the increase; and (iiivi) payment of any applicable fees related to the Loan Parties shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Administrative Agent in connection with such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)increase. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section, and the Borrowers may use advances from Lenders having new or increased Commitments for such prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to Agent at Borrower’s expense, (I) updated appraisals meeting the Administrative Agent Appraisal Requirements for each Borrowing Base Property as may be requested by the Agent, (iII) documents required under Section 5A.04(e), including Mortgage modifications 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 Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.047.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent Lenders (ix) a certificate of each Loan Credit Party dated as of the Increase Effective Date 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 increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V III hereof and the other Loan Credit Documents are true and correct in all material respects (other than such representations and warranties which have a materiality qualifier contained therein, in which case such representations and warranties shall be true and correct) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.2, the representations and warranties contained in Section 5.02 3.1 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.045.1, and (yB) no Default or Event of Default has occurred or is continuing, then exists and (Cy) a statement an opinion or opinions of reaffirmation from legal counsel for the Loan Parties pursuant Borrower, dated as of the Increase Effective Date and addressed to which each Loan party ratifies this Agreement the Administrative Agent and the other Loan Documents Lenders, in form and acknowledges and reaffirms that, after giving effect substance reasonably acceptable to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)Lenders. The Company 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 applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingthe Consolidated Leverage Ratio, and (C) on a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, pro forma basis after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion recomputed as of the increase is being provided by a new Lenderlast day of the most recently ended fiscal quarter of Parent for which 62 financial statements are available, a Note in favor of such Lender if so requested by such Lender; shall not be greater than 3.0 to 1.0 and (iiiC) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)no Default exists. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of the Company and each Loan Party Guarantor dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer an authorized officer of such Loan Party the Company and each Guarantor (Ai) certifying and attaching the resolutions adopted by such Loan Party the Company and each Guarantor approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V Section 9 and the other Loan Documents that are qualified by materiality are true and correct on and as of the Increase Effective Date, and the representations and warranties contained in Section 9 and the other Loan Documents that are not qualified by materiality are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date, and except that for purposes of this Section 2.146.5.5 , the representations and warranties contained in Section 5.02 9.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, the provisions of Section 6.04this Agreement, and (yB) no Unmatured Event of Default or Event of Default has occurred or and is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company 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 Pro Rata Shares of the Lenders arising from any nonratable increase in the Commitments under this Section; provided that the Company shall not be obligated to prepay any LIBOR Loans until the end of the applicable Interest Period.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall (i) 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 (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, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, (y) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11, and (yz) no Default or Event of Default has occurred or is continuingexists, and (Cii) a statement pay all upfront fees, as mutually agreed, for the account of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to Lenders participating in such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any 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 Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (i) 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, (x1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y2) no Default or Event of Default has occurred or is continuingexists, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion new Notes to each Revolving Credit Lender who requests a Note, to the extent required as a result of the increase is being provided by a new Lenderin the Revolving Credit Facility, a Note in favor of such Lender if so requested by such Lender; and (iii) payment an opinion of any applicable fees related counsel as to such increase the corporate (includingor partnership or limited liability company) authorization of the Borrower and the Guarantors of the increase, without limitation, any applicable arrangement, upfront and/or administrative fee)substantively in the form delivered on the Closing Date. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the 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.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach increase in the U.S. Revolver Commitments, the Company Borrower Agent shall deliver to the Administrative Agent (i) a certificate of each Loan Party U.S. Obligor dated as of the U.S. Revolver Increase Effective Date signed by a Responsible Senior Officer of such Loan Party U.S. Obligor (Aa) certifying and attaching the resolutions adopted by such Loan Party U.S. Obligor approving or consenting to such increase, and (Bb) certifying that, before and after giving effect to such increase, (xi) the representations and warranties contained in Article V Section 9 and the other Loan Documents are true and correct in all material respects on and as of the U.S. Revolver Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.2.5, the representations and warranties contained in Section 5.02 9.1.8 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (b), respectively, c) of Section 6.0410.1.2, and (yii) no Default or Event of Default has occurred exists or is continuing, and (C) would arise as a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor result of such Lender if so requested by such Lender; and (iii) payment increase or any extensions of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)credit thereunder. The Company U.S. Borrowers shall prepay any U.S. Revolver Loans outstanding on the U.S. Revolver Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.9) to the extent necessary to keep the outstanding U.S. Revolver Loans ratable with any revised Applicable Percentages change in the Pro Rata interests of U.S. Lenders arising from any nonratable increase in the U.S. Revolver Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the Company Borrower shall (A) pay (I) to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letter) required by the Fee Letter in connection with such increase in the applicable Facility, (II) to the Administrative Agent for the account of the Lenders participating in the increase of the applicable Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the Borrower, and (III) all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing 56718230_5 such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase; provided, however, that the Borrower shall not pay any fees for increased amounts until such time as the increase occurs; and (B) deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of or on behalf 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 increaseincrease and the use of the proceeds thereof, (x) the Borrower shall be in compliance, on a pro forma basis, with Sections 7.03 and 7.11, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of the Increase Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and 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, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yz) no Default or Event of Default has occurred or is continuing, and (C) a statement exists as of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to Date. To the extent necessary to keep that the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase shall take the form of an Incremental Term Facility, this Agreement shall be amended as provided in the Commitments under this Sectionclause (vi) below.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company 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, (xA) the representations and warranties contained in Article V 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 Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.047.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such the increase, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase customary documents (including, without limitation, customary legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)such increase in the Aggregate Revolving Commitments. The Company 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 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, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, that (xA) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event as of Default has occurred or is continuingthe Increase Effective Date, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, immediately after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)no Default exists. The Company Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Revolving Commitments under this SectionSection and shall provide a Note to any new Revolving Lender joining in the Increase Effective Date, if requested.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the Company Borrower shall (A) pay (I) to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letter) required by the Fee Letter in connection with such increase in the applicable Facility, (II) to the Administrative Agent for the account of the Lenders participating in the increase of the applicable Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the Borrower, and (III) all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase; provided, however, that the Borrower shall not pay any fees for increased amounts until such time as the increase occurs; and (B) deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of or on behalf 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 increaseincrease and the use of the proceeds thereof, (x) the Loan Parties shall be in compliance, on a pro forma basis, with Sections 7.03 and 7.11, (y) the representations and warranties 95541499_13 Exhibit 10(n) contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of the Increase Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and 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, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yz) no Default or Event of Default has occurred or is continuing, and (C) a statement exists as of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to Date. To the extent necessary to keep that the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase shall take the form of an Incremental Term Facility, this Agreement shall be amended as provided in the Commitments under this Sectionclause (vi) below.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective 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 Borrower, certifying that, before and after giving effect to such increase, (x1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y2) no Default or Event of Default has occurred or is continuingexists, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion new Revolving Credit Notes to each Lender who requests a Note, to the extent required as a result of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; the Revolving Credit Facility and (iii) payment an opinion of any applicable fees related counsel as to such increase the corporate (includingor partnership or limited liability company) authorization of the Borrower and the Guarantors of the increase, without limitation, any applicable arrangement, upfront and/or administrative fee)substantively in the form delivered on the Closing Date. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the 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.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company The effectiveness of any Additional Commitments Amendment shall deliver be subject to the Administrative Agent Agent’s receipt of each of the following (each in form and substance reasonably satisfactory to the Administrative Agent): (i) the applicable Additional Commitments Amendment; (ii) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by the board of directors or other equivalent governing body of such Loan Party approving or consenting to such increasethe Additional Commitments Amendment and the Additional Commitments provided thereby, (B) and in the case of each Borrower, certifying that, before and after giving effect to such increasethe Additional Commitments Amendment and the Additional Commitments provided thereby, (xA) the representations and warranties of each Borrower contained in Article V and the each Loan Party contained in each other Loan Documents Document are true and correct in all material respects on and as of the Increase such Additional Commitments Effective Date, except that (1) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects as of such earlier date, ) and except that (3) for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default exists or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation will result from the Loan Parties pursuant to which each Loan party ratifies this Agreement and Additional Loans or from the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion application of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lenderproceeds thereof; and (iii) payment a favorable opinion of any applicable fees related counsel for the Loan Parties, to such increase the extent requested by the Administrative Agent, addressed to the Administrative Agent and the Lenders (including, without limitation, any applicable arrangement, upfront and/or administrative fee)including the Additional Lenders) and in form and substance reasonably satisfactory to the Administrative Agent. The Company Borrowers shall prepay any Committed (USD) Loans outstanding on the Increase Additional Commitments Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed (USD) Loans ratable with any revised Applicable (USD) Percentages arising from any nonratable increase in the USD Commitments under this SectionSection and the Borrowers may use advances from the Lenders having new or increased commitments for such prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lendercustomary documents, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company 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 Revolving or, as applicable, Term Percentages arising from any nonratable increase in the Revolving or, as applicable, Term Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) 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, (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section SECTION 2.14, the representations and warranties contained in Section 5.02 subsections (a) and (b) of SECTION 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04SECTION 6.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; exists and (iii) payment in the case of any applicable fees related a request for an increase of the Aggregate Commitments in an amount greater than $25,000,000, evidence of repayment in full of the Senior Notes in form and substance satisfactory to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)the Administrative Agent. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section SECTION 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such each increase, (1) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party a Responsible Officer dated as of the applicable Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Borrower authorizing such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties of the Borrower contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the such applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier a different date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or is continuingexists, and (C2) each Proposed Lender that is becoming a statement Lender shall (A) be subject to the approval of reaffirmation from the Loan Parties pursuant to which Administrative Agent, each Loan party ratifies this Agreement L/C Issuer and the other Loan Documents Swing Line Lender, which approvals shall not be unreasonably withheld or delayed, and acknowledges (B) execute and reaffirms thatdeliver a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, after giving effect to such increase, it is bound by all terms of this Agreement the L/C Issuer and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)Borrower. The Company Borrower shall prepay any Loans outstanding on the such applicable 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 the Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection and in effect after giving effect thereto.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.18, the representations and warranties contained in clauses (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company 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 Percentages Percentage arising from any nonratable increase in the Revolving Commitments under this SectionSection 2.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Company, certifying that, before and after giving effect to such increase, (x1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in clause (a) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y2) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers 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 Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) one or more Revolver Notes payable to Lenders in the amounts of their respective Committed Sums under the Revolver Facility after giving effect to such increase and such other documents, instruments, certificates and legal opinions as Administrative Agent may reasonably request, including 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 Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V Section 8 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Potential Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Loans Revolver Principal Debt outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.054.5) to the extent necessary to keep the outstanding Loans Revolver Principal Debt ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Revolver Commitments under this SectionSection 2.8.

Conditions to Effectiveness of Increase. As a condition precedent Any such increase shall be subject to such increase, the Company following additional conditions: (i) the Parent 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 (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Parent Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which 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 as of such earlier date, and except that for purposes of this Section 2.142.18, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.1, and (yB) no Default or Event of Default has shall have occurred or is continuing, and (Cbe continuing as of the date of such notice given in accordance with Section 2.18(a) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents both immediately before and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms thereto as of this Agreement and the other Loan DocumentsRevolving Credit Increase Effective Date; (ii) if any portion the increase in Aggregate Commitments shall be on the same terms and conditions as this Agreement (except with respect to upfront or similar fees payable to the Lenders providing such increase and arrangement fees), including benefiting from the same guarantees and secured by the same liens and Collateral; (iii) the increase in Aggregate Commitments, to the extent arising from the admission of an Eligible Assignee as a Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Parent Borrower, the new Lender(s) and the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (iv) neither the funding of such increase (assuming that the Aggregate Commitments as so increased are fully drawn) nor the existence of the Liens securing the same would exceed 95% of any applicable limitation under the Term Loan Credit Agreement or any other agreement governing material Indebtedness for borrowed money of the Parent Borrower and its Subsidiaries; (v) the Borrowers shall pay all reasonable and documented fees and expenses in connection with the increase is being provided by a new Lenderin Aggregate Commitments, a Note including payments required pursuant to Section 3.5 in favor of such Lender if so requested by such Lenderconnection with the increase; and (iiivi) payment of any applicable fees related to the Loan Parties shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Administrative Agent in connection with such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)increase. The Company Borrowers shall prepay any Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section, and the Borrowers may use advances from Lenders having new or increased Commitments for such prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company 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 increaseincrease to the extent required under such Loan Party’s Organization Documents, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V VII and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.11, the representations and warranties contained in Section 5.02 relating to financial statements shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04furnished, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company 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 Pro Rata Shares arising from any nonratable increase in the Commitments Term Loans of any Lender under this Section, and each Loan Party shall execute and deliver such documents or instruments as the Administrative Agent may require to evidence such increase in the Term Loans of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents, and shall pay such fees as may be due pursuant to the terms of the Fee Letters or subsequent fee letters if applicable.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company 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 Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) 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 or, if the resolutions authorizing this Agreement permitted a principal amount equal to or greater than Facility (after giving effect to such increase), certifying that such resolutions have not been amended or rescinded since the date hereof, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company 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 Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) Borrower shall execute a Revolving Credit Note in favor of each Revolving Credit Lender which has agreed to increase its Revolving Credit Commitment in the Company amount of such Lender’s Revolving Credit Commitment as affected by such increase, and (ii) Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Obligated Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Obligated Party (Ax) certifying and attaching the resolutions adopted by such Loan Obligated Party approving or consenting to such increase, and (By) in the case of Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V 6 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.7, the representations and warranties contained in Section 5.02 6.2 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 7.1(a) and (bSection 7.1(b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this SectionSection 2.7.

Conditions to Effectiveness of Increase. As a condition precedent to such each increase, the Company Borrower shall deliver to the Administrative Agent such Loan Documents (i) or amendments thereto), in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall request to reflect such increase, together with a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party Parties (Ai) certifying and attaching the resolutions adopted by each such Loan Party approving or consenting to such increasethe increased Revolver Commitment, and (Bii) in the case of the Borrower and the MLP, certifying that, before and after giving effect to such increaseincreased Revolver Commitment, (xA) the representations and warranties of the Borrower and the MLP contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Committed Revolver Loans outstanding under the Revolver Facility 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 Revolver Loans ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Commitments Revolver Commitment under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective 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 Borrower, certifying that, before and after giving effect to such increase, (x1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y2) no Default or Event of Default has occurred or is continuingexists, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion new Revolving Credit Notes to each Lender who requests a Note, to the extent required as a result of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; the Revolving Credit Facility and (iii) payment an opinion of any applicable fees related counsel as to such increase the corporate (includingor partnership or limited liability company) authorization of the Borrower and the Guarantors of the increase, without limitation, any applicable arrangement, upfront and/or administrative fee)substantively in the form delivered on the Closing Date. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such each increase, (1) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party a Responsible Officer dated as of the applicable Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Borrower authorizing such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties of the Borrower contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the such applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier a different date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred exists, (2) each Proposed Lender that is becoming a Lender shall (A) be subject to the approval of the Administrative Agent, which approval shall not be unreasonably withheld or is continuingdelayed, and (CB) execute and deliver a statement of reaffirmation from joinder agreement in form and substance reasonably satisfactory to the Loan Parties pursuant to which each Loan party ratifies this Agreement Administrative Agent and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; Borrower and (iii3) payment of any applicable fees related the Borrower shall deliver to the Administrative Agent (A) evidence reasonably satisfactory to the Administrative Agent that the Parent Commitment has been permanently reduced by an amount equal to such increase in the Aggregate Commitments concurrently with such increase and (includingB) such other documents, without limitation, any applicable arrangement, upfront and/or administrative fee)instruments and agreements as it shall reasonably request. The Company Borrower shall prepay any Loans outstanding on the such applicable 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 the Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection and in effect after giving effect thereto.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i1) 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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, (B) the Borrower is in pro forma compliance with Section 7.11(a) (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 (y) no Default or Event of Default has occurred or is continuingb)), and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documentsno Default exists; (ii2) if any portion legal opinions, documents reaffirming guarantees or grants or perfection of the increase is being provided by a new Lendersecurity interests, a Note in favor of such Lender if so amendments to mortgages or other security documents as may be reasonably requested by such Lenderthe Administrative Agent; (3) updates to any items described in Section 4.01(b) as may be reasonably requested by the Administrative Agent; and (iii4) payment of such other documents as may be reasonably requested by the Administrative Agent in connection with any applicable fees related to such increase (includingin Aggregate Commitments, including without limitation, limitation any applicable arrangement, upfront and/or administrative fee)joinder or amendment documents necessary or advisable in the reasonable discretion of the Administrative Agent to effectuate such increase. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseany Commitment Increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Commitment Increase Effective Date (in sufficient copies for each Lender, to the extent requested by the Administrative Agent or any Lender), signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such increase, and (Bii) certifying that, immediately before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the Commitment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Loans outstanding on the Commitment 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 Commitments under this Section. The Borrower shall also deliver to any requesting Lender a replacement Note (upon the Borrower’s receipt of the replaced Note) or a new Note evidencing the incremental amount of such increase, as applicable, in accordance with Section 2.11.

Conditions to Effectiveness of Increase. As a condition precedent to any such increaseincrease in the Total Revolving Credit Commitment, the Company Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrowers dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the CFO (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrowers approving or consenting to such increase, increase and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V §5 of this Credit Agreement and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement or the other Loan Documents or changes occurring in the ordinary course of business that singly or in the aggregate do not have a Material Adverse Effect or to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14§2.11, the representations and warranties contained in Section 5.02 subsections (a) and (b) of §5.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04§6.4, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05§4.9) to the extent necessary to keep the outstanding Loans Revolving Credit Loans, as applicable, ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section§2.11.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall 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 the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingexists, and (C) the Borrower is in compliance with the covenants set forth in Sections 7.07 and 7.08 on a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies pro forma basis and (iii) reaffirming and ratifying this Agreement and the other Loan Documents documents and acknowledges acknowledging and reaffirms reaffirming that, after giving effect to such increase, it the Borrower is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of . If the increase is being provided by a new Lender, the Borrower shall execute and deliver a Note in favor of such new Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Loans outstanding on as of the Increase Effective Date (and pay any additional amounts required pursuant to by 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 Commitments Term Loan under this SectionSection 2.14. The additional Loans shall be made by the Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Revolving Commitment Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents (i) that contain a materiality qualification, are true and correct correct, on and as of the Revolving Commitment Increase Effective DateDate and (ii) that do not contain a materiality qualification, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects, on and as of such earlier datethe Revolving Commitment Increase Effective Date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lenderin the Aggregate Revolving Commitments, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)no Default exists. The Company Borrower shall prepay any Revolving Loans outstanding on the Revolving Commitment Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages Revolving Pro Rata Shares arising from any nonratable non-ratable increase in the Aggregate Revolving Commitments under this SectionSection 2.17.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company The effectiveness of any Additional Commitments Amendment shall deliver be subject to the Administrative Agent Agent’s receipt of each of the following (each in form and substance reasonably satisfactory to the Administrative Agent): (i) the applicable Additional Commitments Amendment; (ii) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by the board of directors or other equivalent governing body of such Loan Party approving or consenting to such increasethe Additional Commitments Amendment and the Additional Commitments provided thereby, (B) and in the case of each Borrower, certifying that, before and after giving effect to such increasethe Additional Commitments Amendment and the Additional Commitments provided thereby, (xA) the representations and warranties of each Borrower contained in Article V and the each Loan Party contained in each other Loan Documents Document are true and correct in all material respects on and as of the Increase such Additional Commitments Effective Date, except that (1) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects as of such earlier date, ) and except that (3) for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default exists or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation will result from the Loan Parties pursuant to which each Loan party ratifies this Agreement and Additional Loans or from the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion application of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lenderproceeds thereof; and (iii) payment a favorable opinion of any applicable fees related counsel for the Loan Parties, to such increase the extent requested by the Administrative Agent, addressed to the Administrative Agent and the Lenders (including, without limitation, any applicable arrangement, upfront and/or administrative fee)including the Additional 51 57410581_7 Lenders) and in form and substance reasonably satisfactory to the Administrative Agent. The Company Borrowers shall prepay any Committed (USD) Loans outstanding on the Increase Additional Commitments Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed (USD) Loans ratable with any revised Applicable (USD) Percentages arising from any nonratable increase in the USD Commitments under this SectionSection and the Borrowers may use advances from the Lenders having new or increased commitments for such prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company 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 (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Co-Borrowers, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are (1) with respect to representations and warranties that contain a materiality qualification, true and correct and (2) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, in each case on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, exists and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatCo-Borrowers are in compliance, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor incurrence or issuance of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (includingon a pro forma basis, without limitation, any applicable arrangement, upfront and/or administrative fee)with the financial covenants set forth in Section 7.08. The Company Co-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 revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionSection 2.14. The proceeds of any such increase shall be used for the purposes set forth in Section 6.11, and the terms of any such increase shall be identical to those of the Facility.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers 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 Borrowers, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality), on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer that relate solely to an earlier date, in which case they are date shall be true and correct as of such earlier date (except to the extent such representations and warranties are qualified by materiality, in which case, such representations and warranties shall have been true and correct in all respects as of such earlier date), and except that for purposes of this Section 2.142.16, the representations and warranties contained in Section 5.02 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or and is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant Borrowers shall pay any necessary fees payable to which each Loan party ratifies this Agreement the Administrative Agent and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)Lenders. The Company Borrowers shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Toro shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (w) if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except (y) that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the 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.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Company shall (i) 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 Company, certifying (and in the case of subclause (z) below, demonstrating in reasonable detail) that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except where such representation or warranty is qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y) no Default exists or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, would exist immediately after giving effect to the funding of such increase on the Increase Effective Date and (z) the Company is in compliance with the financial covenants set forth in Section 7.11 (determined after giving effect to the full utilization of such increase, it is bound by all terms of this Agreement ) and the other Loan Documents; (ii) if the Company shall have paid any portion of applicable fee (in an amount, and to the increase is being provided by a new Lenderextent, a Note in favor mutually agreed upon at the time of such Lender if so requested by such Lender; and (iiielection) payment of any applicable fees related to each such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to each such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions duly adopted by the board of directors or board of managers (or appropriate governing body) of such Loan Party approving or consenting to authorizing such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and in the other Loan Documents to which it is a party are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in Section 5.02 Sections 5.05(a), (b) and (c) shall be deemed to refer to the most recent statements furnished pursuant to clauses Sections 6.01(a), (ab) and (bc), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred and will be continuing either immediately prior to or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, immediately after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company 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 non-ratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseIncrease or Incremental Facility, the Company 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 increaseIncrease or Incremental Facility, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or and is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company SEI shall deliver to the Administrative Agent (i) a certificate of each Borrower and each other Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender, including any new 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 such resolutions authorizing such increase may be dated on or before the date of this Agreement, so long as such resolutions remain in full force and effect without revocation thereof, and the applicable Loan Party certifies thereto), and (Bii) in the case of each Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsection (a) of Section 5.02 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (aa)(i) and (b), respectively, b)(i) of Section 6.046.01, and (yB) no Default exists or Event would occur as a result of Default has occurred or is continuing, and (C) such increase. SEI shall also deliver a statement of reaffirmation from Compliance Certificate demonstrating pro forma compliance with the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, financial covenants set forth in Section 7.01 after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company 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 revised Applicable Revolving Percentages or Applicable Term Percentages arising from any nonratable increase in the Aggregate Commitments under this SectionSection 2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Lead 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 (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, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Increase Effective Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements 71 furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.