Common use of Conditions to Effectiveness of Increase Clause in Contracts

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), respectively, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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. (i) As a condition precedent to such increaseeach Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Laws with respect to the Guarantee and Collateral Agreement of a Guarantor, of each Loan Party such Guarantor, dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party the Borrower or Guarantor and (xA) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect Borrower or certifying new resolutions of such Loan Party Guarantor approving or consenting to such increaseIncremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (yB) in the case of Borrower, certifying that, that (1) both before and immediately after giving effect to such increaseIncremental Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing (or, to the extent such Incremental Increase is obtained in connection with a Limited Condition Transaction, at the Borrower’s option, as of the date the definitive agreements for such Limited Condition Transaction are entered into, no Default or Event of Default existed and, as of the Increase Effective Date, no Event of Default under Section 8.01(a) or (j) exists and is continuing), (A2) immediately after giving effect to such Incremental Increase on a pro forma basis (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof, but disregarding any cash constituting proceeds of such Incremental Increase solely for purposes of determining the Consolidated Net Leverage Ratio in connection with this clause (2)), as of the Increase Effective Date, the Consolidated Net Leverage Ratio shall not exceed 4.77 and (3) the representations and warranties of the Borrower and each other Loan Party contained in Article VII and the V or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (without duplication of any or, with respect to representations and warranties modified by a materiality qualifiers thereinor Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any or, with respect to representations and warranties modified by a materiality qualifiers thereinor Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this Section 2.15clause (i)(B)(3), the representations and warranties contained in each of Sections 7.05(a5.05(a) and 7.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a6.01(a) and 8.01(b(b), respectively; provided that, in connection with a Limited Condition Transaction, the Responsible Officer shall only be required to make the certifications in this clause (3) with respect to the Specified Representations. In addition, as a condition precedent to each Incremental Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions of the type delivered on the Closing Date as are reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. (Bii) no Default exists. To [Reserved]. (iii) This Agreement may be amended to the extent that necessary (without the increase need to obtain the consent of any Lender other than the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amendedLenders providing such Incremental Increase), in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to include such terms as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this Section, (including amendments to increase the amortization payments or interest rate margins thereunder or add customary call protection provisions with respect thereto to allow for the applicable Incremental Term Loans to be fungible with an existing tranche of Term Loans hereunder); provided that if any terms taken as a whole are customary adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for a term loan commitmentthe Administrative Agent not to be satisfied with such terms or amendment. Borrower shall prepay On any Loans outstanding on the Increase Effective Date on which any Incremental Increase in the form of an Incremental Term Loan is effective, subject to the satisfaction of the terms and conditions in this Section 2.14, each Lender of such Incremental Term Loan shall make an amount equal to its commitment to such Incremental Term Loan available to the Borrower, in a manner consistent with Borrowings hereunder. (iv) As a condition precedent to each Incremental Increase, all fees and pay any additional amounts required pursuant expenses relating to Section 3.05) each Incremental Increase, to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase due and payable, shall have been paid in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documentsfull.

Conditions to Effectiveness of Increase. i. As a condition precedent to such increaseeach Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Law with respect to the Guaranty of a Guarantor, of each Loan Party such Guarantor, dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party the Borrower or Guarantor and (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect Borrower or certifying new resolutions of such Loan Party Guarantor approving or consenting to such increaseIncremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) : 1. the representations and warranties contained in Article VII V and the other Loan Documents are shall be true and correct in all material respects (without duplication of any or, with respect to representations and warranties modified by a materiality qualifiers thereinor Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (without duplication of any or, with respect to representations and warranties modified by a materiality qualifiers thereinor Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements of the Borrower and its Subsidiaries furnished pursuant to Sections 8.01(asubsections (a) and 8.01(b(b), respectively, of Section 6.01; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Acquisition, the applicable representations and warranties may, at the election of the Borrower and if agreed to by the Administrative Agent and the Lenders providing such Incremental Term Loan or Term Loan Increase, be limited to (1) the Specified Representations (or such other formulation thereof as may be agreed by the Lenders providing such Incremental Increase) and (B2) no Default exists. To customary acquisition agreement representations for limited condition acquisitions; provided, further that in such a case, on the date of entering into the definitive documentation for such Limited Condition Acquisition (and as a condition to the requested Incremental Term Loan or Term Loan Increase), the representations and warranties contained in Article V and the other Loan Documents shall be 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 such date, except to the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranchesuch representations and warranties specifically refer to an earlier date, this Agreement in which case they shall be amendedtrue and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include all respects) as of such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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.earlier date;

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII ARTICLE V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To or Event of Default exists or would result therefrom; provided, that in the event that the Loans incurred in connection with such increased Commitments are used to finance a Permitted Acquisition or permitted Investment, the Persons providing such increased Commitments may agree to a customary “Limited Conditionality Provision”, and (ii) to the extent that the increase of the Total Credit Exposure Aggregate Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent Agent, the Lenders providing such term loan and the Borrower, to include such terms as are customary for a term loan commitment, including maturity, pricing and yield, amortization, voting, pro rata sharing and other terms and provisions. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Revolving Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent (i) as of the Revolving Credit Increase Effective Date, before and after giving effect to such increase, (x) no Default shall exist, (y) the Borrower shall deliver be in compliance on a pro forma basis with each of the financial covenants set forth in Section 7.11, and (z) the representations and warranties contained in Article V and each other Loan Documents shall be true and correct in all material respects (or in the case of a representation or warranty that is already subject to a materiality condition, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of a representation or warranty that is already subject to a materiality condition, in all respects) as of such earlier date, and except that (i) for purposes of this Section 2.14, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) for purposes of this Section 2.14, the representations and warranties contained in Section 5.13 shall be deemed to refer to the most recent, updated Schedule 5.13 delivered to the Administrative Agent pursuant to Sections 6.02(a) and 10.01; and (ii) the Borrower shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrowercertifying (and attaching calculations, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier dateappropriate, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers thereinreasonable detail necessary to demonstrate) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), respectively, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, conditions set forth in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as clause (i) above are customary for a term loan commitmentsatisfied. The Borrower shall prepay any make such Borrowings and repayments of 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 resulting from any nonratable increase in the Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication or in all respects in the case of any a representation or warranty containing a materiality qualifiers thereinqualifier) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication or in all respects in the case of any a representation or warranty containing a materiality qualifiers thereinqualifier) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and BorrowerAgent, to include such terms as are customary for a term loan commitment. Borrower The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.152.16, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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. In addition, the Borrowers shall, to the extent requested by any Lender(s), deliver to such Lender(s), as of the Increase Effective Date, new Notes representing the Commitment(s) of such Lender(s).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION. respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), respectively, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseIn connection with the occurrence of each Incremental Commitment Increase Effective Date, the Borrower shall (a) pay all reasonable fees and out-of-pocket expenses (including the Upfront Fee, any other upfront fees and reasonable fees and out-of-pocket expenses of counsel) of the Lenders providing such Incremental Commitment and HSBC, in its capacity as Administrative Agent, on or prior to the Incremental Commitment Increase Effective Date and (b) deliver to the Administrative Agent a certificate of each Loan Party dated as of the such Incremental Commitment Increase Effective Date (in sufficient copies for each Lender) and signed by a Responsible Financial Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on Borrower approving the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, applicable Incremental Commitment and (yii) in the case of Borrower, certifying that, before : (i) immediately prior to and after giving effect on a pro forma basis to such increasethe applicable Incremental Commitment, (A) the representations and warranties of the Loan Parties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the such Incremental Commitment Increase Effective Date, except to the extent ; provided that such representations and warranties specifically refer (x) that relate solely to an earlier date, in which case they are date were true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, date and except (y) are true and correct in all respects if they are qualified by a materiality standard; provided that for purposes to the extent that the proceeds of this Section 2.15Loans under any Incremental Commitment are to be used to finance a Limited Condition Transaction, the representations and warranties contained in each of Sections 7.05(a) and 7.05(bthis clause (i) shall be deemed to refer limited to the most recent statements furnished pursuant Specified Representations and, if requested by the Lenders, such representations and warranties in the purchase or acquisition agreement relating to Sections 8.01(asuch Limited Condition Transaction which are material to the interests of the Lenders or the Administrative Agent (but only to the extent that Borrower (or any of its Subsidiaries or other Affiliates) has the right not to consummate the Limited Condition Transaction or the right to terminate (or cause the termination of) its obligations under the relevant purchase or acquisition agreement as a result of a breach of such representations and 8.01(bwarranties); (ii) immediately prior to and after giving effect on a pro forma basis to the applicable Incremental Commitment, respectivelyno Default or Event of Default shall have occurred and be continuing; provided that to the extent that the proceeds of Loans under any Incremental Commitment are to be used to finance a Limited Condition Transaction, the condition in this clause (ii) shall be limited to (A) no Default or Event of Default shall exist at, or occur immediately after, the signing of the applicable definitive acquisition agreement for such Limited Condition Transactions and (B) no Event of Default exists. To under Sections 7.1(a), 7.1(b) or 7.1(h) shall exist before or immediately after giving effect to such Incremental Commitment, the extent that borrowings thereunder and the increase consummation of such Limited Condition Transaction; and (iii) for the Total Credit Exposure shall take most recently completed Test Period prior to the form of applicable Incremental Commitment Increase Effective Date, the Borrower is in compliance on a new term loan tranche, this Agreement shall pro forma basis with the covenants set forth in Section 6.1 before and after giving pro forma effect to the Borrowings to be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding made on the Incremental 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 Borrower is requesting a Borrowing on the Incremental Commitment Increase Effective Date), which compliance shall be evidenced by the due completion, execution and delivery of a Compliance Certificate; provided, however, that in the Total Credit Exposure of any Lender under this event the initial Borrowing hereunder is requested after the Incremental Commitment Increase Effective Date, the Borrower shall be required to fulfill all conditions precedent set forth in Section 2.154.2 with respect to such Borrowings, and each Loan Party shall execute to provide a certificate for the most recently completed Test Period prior to the date of such Borrowing with respect to an Incremental Commitment that the Borrower is in compliance with the covenants set forth in Section 6.1 (before and deliver after giving pro forma effect to such documents or instruments as Administrative Agent may reasonably 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 DocumentsBorrowing).

Conditions to Effectiveness of Increase. As In addition to the conditions set forth in Section 2.14(a), as a condition precedent to such increaseIncremental Revolving Commitment, Borrower the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of each Borrower, certifying that, before and after giving effect to such increaseIncremental Revolving Commitment, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties and true and correct in all respects, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(asubsections (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower 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 Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section; provided that the notice and minimum amount requirements of Section 2.15, and each Loan Party 2.05(a) shall execute and deliver such documents or instruments as Administrative Agent may reasonably require not apply to evidence such increase in the Total Credit Exposure of any Lender and prepayments made pursuant to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan DocumentsSection 2.14(b)(v).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrowerthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, then such representation or warranty shall be required to be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier datedate (unless a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, in which case such representation or warranty shall be required to be true and correct in all respects), and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower The Company 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 Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Borrower approving or consenting to such increase, increase and (yii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents that are qualified by materiality shall be true and correct on and as of the Increase Effective Date, and such representations and warranties that are not qualified by materiality shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier datedate (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof), and except that for purposes of this Section 2.152.13, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished delivered pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default existsshall have occurred and be continuing on the date of such Increase Effective Date and after giving effect thereto. To The Borrower and the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower Designated 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 Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) respects, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they are shall remain true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15Section, the representations and warranties contained in each of Sections 7.05(aclauses (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. To The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentin connection with any Incremental Facility. The Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Revolving Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documents2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Company shall deliver to the Administrative Agent a certificate of each Loan Party (excluding the Foreign Borrowers and the Foreign Guarantors, if any, if the Maximum Foreign Borrower Sublimit is not being increased) dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increaseIncremental Increase, and (yii) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any or, if qualified by materiality qualifiers thereinor 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each subsection (a) of Sections 7.05(a) and 7.05(b) Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclause (a) and 8.01(b)of Section 6.01, respectively, and (B) no Default exists. To exists and is continuing and (C) the extent that the increase Company and its Restricted Subsidiaries are in pro forma compliance with each of the Total financial covenants contained in Section 7.12. Each Incremental Increase shall have the same terms as the outstanding Revolving Credit Exposure shall take Loans and be part of the form existing revolving credit facilities hereunder. Upon each Incremental Increase (x) each Lender having a Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Increase (each, an “Incremental Increase Lender”) in respect of such increase, and each such Incremental Increase Lender will automatically and without further act be deemed to have assumed, a new term loan trancheportion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, this Agreement after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans, will, in each case, equal each Lender’s Applicable Percentage (after giving effect to such increase in the Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall, on or prior to the effectiveness of such Incremental Increase, be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in the Facility), which prepayment shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower shall prepay accompanied by any Loans outstanding on the Increase Effective Date (and pay any additional amounts required to be paid pursuant to Section 3.05) 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 Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsIncremental Increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) 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 datedate 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 they are case, such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date), and except that for purposes of this Section 2.152.16, the representations and warranties contained in each of Sections 7.05(aSection 5.05(a) and 7.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aSection 6.01(a) and 8.01(b(b), respectively, and (B) no Default exists. To has occurred and is continuing, and the extent that Borrowers shall pay any necessary fees payable to the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentthe Lenders. Borrower The Borrowers shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease in the Total Revolving Commitments and/or the Total Term Loan Commitments pursuant to this Section 2.13, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Revolving Loan Increase Effective Date (in sufficient copies for each Lender) or the Term Loan Increase Effective Date, as the case may be, signed by a Responsible Authorized Officer of such Loan Credit Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Credit Party approving or consenting to such increase, increase and (yii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Credit Documents are true and correct in all material respects (without duplication of any materiality qualifiers thereinexcept to the extent such representations and warranties are qualified with respect to materiality, in which case such representations and warranties are true and correct in all respects) on and as of such Revolving Loan Increase Effective Date or the Term Loan Increase Effective Date, as the case may be, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers thereinexcept to the extent such representations and warranties are qualified with respect to materiality, in which case such representations and warranties are true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in each of Sections 7.05(aclauses (a)(i) and 7.05(b(a)(ii) of Section 7.7 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 8.1., and (B) no Default existsor Event of Default has occurred and is continuing. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Loans outstanding on the Revolving Loan Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.10) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages Revolving Facility Percentage arising from any nonratable increase in the Total Credit Exposure of any Lender Revolving Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documents2.13.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower (i) Newpark shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increase, (Aa) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, 2.14 the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, (b) at the time of and after giving effect on a pro forma basis to such increase in the Aggregate Commitments and any borrowings made on the Revolving Credit Increase Effective Date, the Borrowers are in compliance with Section 7.11 as of the end of the most recent Measurement Period for which financial statements of Newpark and its Subsidiaries are available and (Bc) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower The 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 Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver Borrowers may use advances from Lenders having new or increased Commitments for such documents or instruments as Administrative Agent may reasonably 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 Documentsprepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower SEI shall deliver to the Administrative Agent 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 (xi) certifying and attaching the resolutions adopted by such Loan Party with respect approving or consenting to such increase (which such resolutions authorizing such increase may be dated on or before the transactions contemplated hereunder (including date of this Agreement, so long as such increase) and delivered on the Closing Date resolutions remain in full force and effect or certifying new resolutions of such without revocation thereof, and the applicable Loan Party approving or consenting to such increasecertifies thereto), and (yii) in the case of each Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in each subsection (a) of Sections 7.05(a) and 7.05(b) Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclause (a)(i) and 8.01(b), respectively(b)(i) of Section 6.01, and (B) no Default existsexists or would occur as a result of such increase. To SEI shall also deliver a Compliance Certificate demonstrating pro forma compliance with the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, financial covenants set forth in form and substance reasonably satisfactory Section 7.01 after giving effect to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentincrease. Borrower The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Revolving Percentages or Applicable Term Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Aggregate Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documents2.16.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such each increase, Borrower (i) the Company shall deliver to the Administrative Agent a certificate of each Loan Party the Company dated as of the applicable Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party the Company, (xy) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) Company and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving PMCULC, respectively, authorizing or consenting to such increase, as the case may be, and (yz) in the case of Borrower, certifying that, immediately before and after giving effect to such increase, (A) the representations and warranties of (1) the Company contained in Article VII V of this Agreement and the (2) any Loan Party in any other Loan Documents Document are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the such applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(aSection 5.05(a) and 7.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. To , and (ii) each Proposed Lender that is becoming a Lender shall (y) be subject to the extent that the increase reasonable approval of the Total Credit Exposure Administrative Agent, the L/C Issuer and the Swing Line Lender, which approvals shall take the form of not be unreasonably withheld, delayed or conditioned, and (z) execute and deliver a new term loan tranche, this Agreement shall be amended, joinder agreement in form and substance reasonably satisfactory to the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender and the Company. Each Borrower, to include such terms as are customary for a term loan commitment. Borrower applicable, shall prepay any Committed Loans made to such Borrower and 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 Committed Loans ratable with any revised the Applicable Percentages arising resulting from any nonratable non-ratable increase in the Total Credit Exposure amount of any Lender the Aggregate Commitments under this Section 2.15, 2.15 and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documentseffect after giving effect thereto.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct, in the case of representations and warranties that contain a materiality qualification, or true and correct in all material respects (without duplication in the case of any representations and warranties that do not contain a materiality qualifiers therein) qualification, on and as of the Revolving Increase Effective Date, Date (except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they are such representations and warranties shall be true and correct, or true and correct in all material respects (without duplication of any materiality qualifiers therein) respects, as applicable, as of such earlier date), and except that for purposes of this Section 2.15Section, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. To The Borrower shall deliver or cause to be delivered any other customary documents, (including, without limitation, legal opinions) as reasonably requested by the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentin connection with any Incremental Facility. The Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Revolving Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Revolving Commitments Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such each Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Revolving Commitments Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Loans outstanding on the Revolving Commitments 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 the revised Revolving Commitments. The Applicable Margin for any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably require to evidence such increase in the Total Credit Exposure of Revolving Commitments will be determined by the Borrower and the Lenders (including any Lender and new Lenders) at the time such increase is made; provided that if such agreed upon Applicable Margin exceeds the then existing Applicable Margin, the Applicable Margin for all Loans shall be automatically increased to ratify each equal such Loan Party’s continuing obligations hereunder and under the other Loan Documentsagreed upon Applicable Margin.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each LenderLender which so requests such copies) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, immediately before and immediately after giving effect to such increase, (A) the representations and warranties contained in Article VII V shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the other Loan Documents are Increase Effective Date and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, Date (except to the extent that such representations representation and warranties warranty specifically refer refers to an earlier date, in which case they are it shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date), and except that for purposes of this Section 2.152.17(e), the representations and warranties contained in each of Sections 7.05(a5.05(a) and 7.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a6.01(a) and 8.01(b(b), respectively, and (B) no Default exists. To The Borrower shall deliver or cause to be delivered any other credit document and diligence matters, including, without limitation, legal opinions, as reasonably requested by the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentin connection with any Incremental Facility. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent If agreed to such increaseby Bank in its sole discretion, the Revolving Line Commitment Increase shall be subject to the following conditions precedent: (i) Borrower shall deliver have delivered to Administrative Agent the Bank a certificate of each Loan Party certificate, in form and substance acceptable to Bank, in its sole discretion, dated as of the Increase Effective Date Date, (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xA) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions Borrower’s board of such Loan Party directors approving or consenting to such increase, and Revolving Line Commitment Increase; (yB) in the case of Borrower, certifying that, before and after giving effect to such increaseRevolving Line Commitment Increase, (A1) the representations and warranties contained of the Borrower in Article VII this Agreement and the in each other Loan Documents Document are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, to the knowledge of the Borrower, they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes to the extent of changes resulting from transactions contemplated and permitted by this Section 2.15, Agreement and changes occurring in the representations and warranties contained ordinary course of business (in each of Sections 7.05(a) and 7.05(b) shall be deemed to refer case to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(bextent not constituting a Default or an Event of Default), respectively, and ; (B2) no Default exists. To or Event of Default exists or would result from such Revolving Line Commitment Increase (including on a pro forma basis relative to financial covenant compliance); and (3) the extent that incurrence of Indebtedness in an aggregate principal amount equal to the increase full Revolving Line after giving effect to any Revolving Line Commitment Increase would not result in a breach of, or a default under, any agreement to which Borrower is a party. (ii) Borrower shall have paid any fees required pursuant to Section 2.4 hereof on any such Revolving Line Commitment Increase, together with any additional Bank Expenses incurred as a result of such Revolving Line Commitment Increase (including, without limitation, reasonable attorneys’ fees and expenses); and (iii) Borrower shall have delivered to Bank an opinion or opinions of counsel to the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amendedBorrower, in form and substance reasonably satisfactory acceptable to Administrative Agent and BorrowerBank, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documentsits reasonable discretion.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (1) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increaseincrease in Term Loans or Incremental Term Facility, (A) the representations and warranties contained in Article VII V and the other Loan Documents this Agreement are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.12, the representations and warranties contained in each subsection (a) of Sections 7.05(a) and 7.05(b) Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclause (a) and 8.01(b), respectivelyof Section 6.01, and (B) no Default exists. To the extent that or Event of Default shall have occurred and be continuing at such time or would result from the increase in Term Loans or Incremental Term Facility on such Increase Effective Date, (2) all fees and expenses of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, the Lenders in connection with such increase in Term Loans or Incremental Term Facility shall have been paid on or prior to include such terms as are customary for a term loan commitment. 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 provided in the applicable Incremental Term Supplement, (3) with respect to keep each Incremental Term Facility, such Incremental Term Facility shall (i) not have a final maturity date earlier than the outstanding Maturity Date applicable to the Term Facility or a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of the Term Facility and (ii) be secured by either a pari passu or junior lien on the Collateral, (4) the Applicable Rate for the Incremental Term Loans ratable shall be determined by the Borrower and the lenders thereof; provided, that, in the case of any Incremental Term Loans that are secured by a Lien on the Collateral that is pari passu with the Lien securing the Term Loans, (A) in the event that the applicable margin for any revised Incremental Term Loans Incurred under such Incremental Term Facility on or prior to the date that is 18 months after the Closing Date exceeds the applicable margin for the Term Loans by more than 50 basis points, then the Applicable Percentages arising from any nonratable Rate for the Term Loans shall be adjusted so that the applicable margin for the Incremental Term Loans under such Incremental Term Facility does not exceed the applicable margin for the Term Loans by more than 50 basis points; provided, further, that the determination of the applicable margin for the Term Loans and Incremental Term Loans under the Incremental Term Facility shall include the following items: (x) interest rate margins and (y) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Lenders in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) and shall exclude customary arrangement or commitment fees payable to the arrangers (or their affiliates) of such loans and (B) in the event that the Eurodollar Rate floor and/or Base Rate floor applicable to the Incremental Term Facility is greater than the Eurodollar Rate floor or Base Rate floor, respectively, applicable to the Term Loans, the Eurodollar Rate floor and/or Base Rate floor applicable to the Term Loans shall be adjusted to match such Eurodollar Rate floor or Base Rate floor applicable to the Incremental Term Loans but only to the extent an increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents Eurodollar Rate floor or instruments as Administrative Agent may reasonably require Base Rate floor applicable to evidence such the Term Loans would cause an increase in the Total Credit Exposure interest rate then in effect thereunder, and in such case the Eurodollar Rate floor and Base Rate floor (but not the Applicable Rate) applicable to the Term Loans shall be increased to the extent of any Lender such differential between interest rate floors, and (5) subject to ratify each such Loan Party’s continuing obligations hereunder clause (4)(i), the amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and under the other Loan Documentslenders thereof.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseany Commitment Increase, the Borrower shall deliver to the Administrative Agent 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 (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such each Loan Party approving or consenting to such increase, and (yii) in the case of Borrower, certifying that, immediately before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any except for such representations and warranties that have a materiality qualifiers thereinor 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 in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(aSection 5.05(a) and 7.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aSection 6.01(a) and 8.01(b(b), respectively, and (B) no Event of Default existshas occurred or is continuing. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The 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 Total Credit Exposure of any Lender 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 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documents2.11.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Incremental Revolving Credit Commitment, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increaseIncremental Revolving Credit Commitment, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increaseIncremental Revolving Credit Commitment, (A) the representations and warranties contained in Article VII IV and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the relevant Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.17, the representations and warranties contained in each subsection (i) of Sections 7.05(a) and 7.05(bSection 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclause (b) and 8.01(b)of Section 5.03, respectively, and (B) no Default exists. To or Event of Default exists or would exist after giving effect to such Incremental Revolving Credit Commitment and the extent that the increase application of any proceeds thereof, and (C) all accrued fees and expenses of the Total Agents and the Lender Parties participating in such Incremental Revolving Credit Exposure shall take Commitment in connection with such Incremental Revolving Credit Commitment (including, without limitation, the form reasonable accrued fees and expenses of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory counsel to the Administrative Agent and Borrower, as set forth in an invoice to include such terms as are customary for a term loan commitmentbe provided to the Borrower from the Administrative Agent) have been paid. The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.10) to the extent necessary to keep the outstanding Loans Revolving Credit Advances ratable with any revised Applicable Percentages Pro Rata Shares in respect of Revolving Credit Commitments arising from any nonratable increase in the Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease or new Commitments under this clause (a), Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party the Borrowers dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrowers (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party each Borrower approving or consenting to such increase, and (yii) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increase, to the knowledge of Borrowers (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) respects, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, to the knowledge of the Borrowers, they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.17, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To In connection with any increase in the extent that Aggregate Revolving Credit Commitments, the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower 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 Total Aggregate Revolving Credit Exposure of any Lender Commitments under this Section 2.15(which prepayments will not be on a pro rata basis with respect to the outstanding Commitments prior to the effectiveness of any such increase). Notwithstanding any provisions of this Agreement to the contrary, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent the Borrowers may reasonably require to evidence borrow from the Lenders providing such increase in the Total Credit Exposure of any Lender and Commitments (on a non pro rata basis with Lenders not providing such increase) in order to ratify each fund such Loan Party’s continuing obligations hereunder and under the other Loan Documentsprepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase and demonstrating to the Administrative Agent that, before and after giving to such increase, the Borrower will be in pro forma compliance with all covenants hereunder, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To exists and (ii) to the extent that the such increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent and BorrowerAgent, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower shall deliver to Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party Borrower, in form and substance satisfactory to Administrative Agent (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Borrower approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII 6 and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.10, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 7.1 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(asubsections (a) and 8.01(b(b), respectively, of Section 7.1, (B) the proposed increase will not violate the terms and conditions of the Bond Indenture, and (BC) no Default exists. To the extent that the increase of the Total Credit Exposure Additionally, Borrower shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory pay to Administrative Agent (i) a non-refundable fee in an amount to be determined by Administrative Agent based upon prevailing market conditions at the time of such increase, for the account of each Lender that increases its Commitment, and Borrower(ii) any amounts set forth in the Fee Letter. Furthermore, to include such terms as are customary for a term loan commitment. Borrower shall prepay any 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 Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of Borrowerthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.19, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, and of Section 6.01, (B) no Default exists and (C) no Revolving Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower The Borrowers shall prepay any New Vehicle Floorplan Committed Loans or Used Vehicle Floorplan Committed Loans, as applicable, 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 New Vehicle Floorplan Committed Loans or Used Vehicle Floorplan Committed Loans, as applicable, ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments, as the case may be, under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent Notwithstanding the foregoing, no increase in the Aggregate Commitments hereunder pursuant to this Section shall be effective unless: (i) The Borrower shall have given the Administrative Agent notice of any such increase, increase at least ten Business Days prior to the applicable Supplemental Commitment Date; (ii) no Default shall have occurred and be continuing on the applicable Supplemental Commitment Date; (iii) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Supplemental Commitment Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Supplemental Commitment Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. ; and (iv) The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Supplemental Commitment 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 Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSupplemental Commitment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xA) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each subsection (a) of Sections 7.05(a) and 7.05(b) Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclause (a) and 8.01(b)of Section 6.01, respectively, and (B2) no Default exists. To , (3) the extent that Borrower and the other Loan Parties are in compliance with all of the terms and conditions of the Senior Notes, and (4) the increase will not result in any obligation to grant any Liens in favor of the Total Credit Exposure shall take holders of the form of a new term loan trancheSenior Notes, this Agreement shall be amended, in form (ii) deliver such legal opinions and substance reasonably satisfactory to other documentation as the Administrative Agent may reasonably request in connection with such increase, and Borrower, to include (iii) pay all fees and expenses incurred in connection with such terms as are customary for a term loan commitmentincrease. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As The Incremental Revolving Credit Facility shall become effective on the Increase Effective Date, provided that the following conditions precedent are satisfied in full on or before, and continue to be satisfied on, the Increase Effective Date: (a) before and after giving effect to the Incremental Revolving Credit Facility, (A) the representations and warranties contained in Section 9 and the other Loan Documents are true and correct in all material respects (without duplication of materiality qualifiers in any such representations and warranties), on and as of the Increase Effective Date (except that for purposes of this Section, (i) the representations and warranties contained in Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and Section 10.1.2, and (ii) where such representation or warranty applies to a condition precedent specific date, in which case such representation or warranty shall only apply to such increasespecific date), Borrower and (B) no Unmatured Event of Default or Event of Default exists; (b) the Loan Parties shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) and, in the case of Borrowerthe Company, certifying that, before that the conditions precedent set forth in this Section 6.1.6 have been and after giving effect continue to such increase, be satisfied in full; (Ac) the representations Company shall deliver or cause to be delivered to the Administrative Agent a certificate signed by a Senior Officer of Borrowing Agent and warranties contained in Article VII a Senior Officer of Holdings certifying that the Incremental Revolving Credit Facility has been consented to and the other Loan Documents are true and correct approved in all material respects by the Federal Reserve, the Office of the Comptroller of the Currency (without duplication the “OCC”), or both, as necessary, and that no other consents or approvals of any materiality qualifiers therein) on and as Governmental Authority are required in connection with the consummation of the Increase Effective DateIncremental Revolving Credit Facility. Such certification shall include, except to the extent that such representations and warranties specifically refer to an earlier datepermitted by applicable Law, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as a copy of such earlier date, consent and except that for purposes of this Section 2.15approval by the Federal Reserve Bank, the representations and warranties contained in each of Sections 7.05(aOCC, or both, as applicable; (d) and 7.05(b) the Company shall deliver or cause to be deemed to refer delivered to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), respectively, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent any legal opinions and Borrowerother documents, including any supplements or amendments to include the Security Documents providing for such terms Incremental Revolving Commitments and the extensions of credit thereunder to be secured thereby, as are customary for a term loan commitment. Borrower reasonably requested by the Administrative Agent in connection with the Incremental Revolving Commitments; (e) the Company shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.056.3 or Section 8.4) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Total Credit Exposure of any Lender Revolving Commitments under this Section 2.15Section; (f) each New Lender providing an Incremental Revolving Commitment with respect to the Incremental Revolving Credit Facility delivers a joinder agreement executed and delivered by the Company, the New Lender, and the Administrative Agent, under which each New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement and, as appropriate, the other Loan Party Documents, each of which will be recorded in the Register (and each New Lender will be subject to the requirements and obligations of a “Lender” as set forth in this Agreement); (g) the Administrative Agent shall execute and deliver have received such documents written evidence or instruments confirmation from each Lender that has elected to increase its Revolving Commitment as the Administrative Agent may reasonably require require; and (h) all commitment fees and all reasonable fees and out-of-pocket expenses owing to evidence such increase the Administrative Agent and the Lenders (other than a Defaulting Lender) in respect of the Total Incremental Revolving Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan DocumentsFacility shall have been paid.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b), respectively(b) of Section 6.01, and (B) no Default exists. To exists and (ii)(A) upon the extent that reasonable request of any Lender made at least ten days prior to the increase of Increase Effective Date, the Total Credit Exposure Borrower shall take have provided to such Lender the form of a new term loan tranchedocumentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, this Agreement shall be amendedincluding the Act, in form each case at least five days prior to the Increase Effective Date and substance reasonably satisfactory (B) at least five days prior to Administrative Agent and Borrowerthe Increase Effective Date, to include such terms if the Borrower qualifies as are customary for a term loan commitment“legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, (B) the Parent and its Subsidiaries are in compliance with the Consolidated Leverage Ratio as set forth in Section 7.10(a), on a pro forma basis after giving effect to such increase, recomputed as of the last day of the most recently ended fiscal quarter of Parent for which financial statements are available and (BC) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the 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 Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower (i) Newpark shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increase, (Aa) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, (b) at the time of and after giving effect on a pro forma basis to such increase in the Aggregate Commitments and any borrowings made on the Revolving Credit Increase Effective Date, the Borrowers are in compliance with Section 7.11 as of the end of the most recent Measurement Period for which financial statements of Newpark and its Subsidiaries are available and (Bc) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower The 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 Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver Borrowers may use advances from Lenders having new or increased Commitments for such documents or instruments as Administrative Agent may reasonably 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 Documentsprepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of Borrowerthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct, in the case of representations and warranties that contain a materiality qualification, or true and correct in all material respects (without duplication in the case of any representations and warranties that do not contain a materiality qualifiers therein) qualification, on and as of the Revolving Increase Effective Date, Date (except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they are such representations and warranties shall be true and correct, or true and correct in all material respects (without duplication of any materiality qualifiers therein) respects, as applicable, as of such earlier date), and except that for purposes of this Section 2.15Section, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. To The Company shall deliver or cause to be delivered any other customary documents, (including, without limitation, legal opinions) as reasonably requested by the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentin connection with any Incremental Facility. Borrower The Company 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 Total Credit Exposure of any Lender Revolving Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such applicable Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To , (ii) (x) upon the extent that reasonable request of any Lender, the increase of the Total Credit Exposure Borrower shall take the form of a new term loan tranchehave provided to such Lender, this Agreement and such Lender shall be amendedreasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in form each case at least seven days prior to the Increase Effective Date and substance reasonably satisfactory (y) at least three days prior to Administrative Agent and Borrowerthe Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to include each Lender that so requests, a Beneficial Ownership Certification in relation to such terms as are customary for a term loan commitmentLoan Party. The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent Any increase in the Aggregate Commitments shall be subject to the satisfaction of the following conditions precedent: (i) as of the Increase Effective Date, before and after giving effect to such increase, (x) no Default shall exist, (y) the Borrower shall deliver be in compliance on a pro forma basis with each of the financial covenants set forth in Section 7.11, and (z) the representations and warranties contained in Article V and each other Loan Documents shall be true and correct in all material respects (or in the case of a representation or warranty that is already subject to a materiality condition, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that (i) for purposes of this Section 2.14, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) for purposes of this Section 2.14, the representations and warranties contained in Section 5.13 shall be deemed to refer to the most recent, updated Schedule 5.13 delivered to the Administrative Agent pursuant to Sections 6.02(a) and 10.01; and (ii) the Borrower shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), respectively, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, conditions set forth in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as clauses (ii) are customary for a term loan commitmentsatisfied. The Borrower shall prepay any make such Borrowings and repayments of 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 resulting from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents (1) that contain a materiality qualification, are true and correct, on and as of the Revolving Increase Effective Date and (2) that do not contain a materiality qualification, are true and correct in all material respects (without duplication of any materiality qualifiers therein) 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.16, (x) the representations and warranties contained in each of Sections 7.05(aclauses (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01 and (y) any representation and warranty that by its terms is made only as of an earlier date, shall remain true and correct in all material respects (or in the case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date and (B) both before and after giving effect to the Incremental Facility, no Default exists. To The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions to the extent that required by Section 6.13 or Section 6.14) as reasonably requested by the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentin connection with any Incremental Facility. The Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Revolving Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documents2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Borrower approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To , (C) the extent that Borrower shall have executed and delivered a supplement to the Indenture which includes the aggregate amount of such increase of in the Total Credit Exposure Aggregate Commitments as a Secured Obligation and (D) the Borrower shall take the form of have executed and delivered a new term loan tranche, this Agreement shall be amendedsecured promissory note, in form and substance reasonably satisfactory similar to Administrative Agent the Secured Note, providing for the repayment of an amount equal to the aggregate amount of such increase in the Aggregate Commitments and Borrower(E) the Borrower shall have delivered a copy of the resolution of its Board of Directors authorizing and approving the execution, to include delivery and performance of such terms as are customary for a term loan commitmentsupplement and secured promissory note. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, Section. The Borrower and each Loan Party the Lenders shall execute cooperate to enable simultaneous prepayment of Committed Loans pursuant to the preceding sentence and deliver such documents or instruments as Administrative Agent may reasonably require to evidence such borrowing of new Committed Loans under the 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 DocumentsAggregate Commitments.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Representative shall deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer member of the Senior Management of such Loan Credit Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Credit Party approving or consenting to such increase, and (yii) in the case of Borrowerthe Borrower Representative, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (but without any duplication of any materiality qualifiers thereinqualifications) 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 (but without any duplication of any materiality qualifiers thereinqualifications) as of such earlier date, and except that for purposes of this Section 2.152.21, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.04, and (B) no Default or Event of Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower The 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 Total Credit Exposure of any Lender Commitments under this Section 2.15(provided that any such prepayment may be made with a nonratable advance made by the Lenders providing such Revolving Credit Facility increase such that after giving effect to such advance, and each Loan Party the Revolving Credit Lenders shall execute and deliver such documents or instruments as Administrative Agent may reasonably require to evidence such increase in be ratable with the Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documentsrevised Applicable Percentages).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, (B) at the time of and after giving effect on a Pro Forma Basis to such increase in the Aggregate Commitments and any borrowings made on the Revolving Credit Increase Effective Date, the Borrower is in compliance with all covenants set forth in Section 7.11 as of the end of the most recent Measurement Period for which financial statements of the Borrower are available and (BC) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the 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 Total Credit Exposure of any Lender Commitments under this Section 2.15Section, and each Loan Party shall execute and deliver Borrower may use advances from Lenders having new or increased Commitments for such documents or instruments as Administrative Agent may reasonably 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 Documentsprepayment.

Conditions to Effectiveness of Increase. As a condition precedent Any such increase shall be subject to such increase, the following additional conditions: (i) the Parent Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Parent Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any except for such representations and warranties that have a materiality qualifiers thereinor 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 in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.5 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.1, and (B) no Default exists. To or Event of Default shall have occurred and be continuing as of the date of such notice given in accordance with Section 2.18(a) and both immediately before and after giving effect thereto as of the Revolving Credit Increase Effective Date; (ii) the increase in Aggregate Commitments shall be on the same terms and conditions as this Agreement (except 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 that arising from the increase admission of the Total Credit Exposure shall take the form of an Eligible Assignee as a new term loan trancheLender, this Agreement shall be amendedeffected 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 in Aggregate Commitments, including payments required pursuant to Section 3.5 in connection with the increase; and (vi) the Loan Parties shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Administrative Agent and Borrower, to include in connection with such terms as are customary for a term loan commitmentincrease. Borrower The 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 Total Credit Exposure of any Lender Commitments under this Section 2.15Section, and each Loan Party shall execute and deliver the Borrowers may use advances from Lenders having new or increased Commitments for such documents or instruments as Administrative Agent may reasonably 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 Documentsprepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (w) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To , (x) to the extent that the increase of the Total Credit Exposure Commitments shall take the form of a new term loan trancheIncremental Revolving Commitments, this Agreement the terms and provisions of Revolving Credit Loans made pursuant to such Incremental Revolving Commitments shall be amendedidentical to the Revolving Credit Loans, (y) (i) the final maturity date of any such new tranche of Incremental Term Loan Commitments shall be no earlier than the Maturity Date for the Term A Loans and (ii) the weighted average life to maturity of any such new tranche of Incremental Term Loan Commitments shall be no shorter than the remaining weighted average life to maturity of the Term A Loans and (z) to the extent that the increase of the Commitments shall take the form of an Incremental Term Loan Commitments, the terms and provisions of Loans made pursuant to such Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be, except as to pricing and amortization, identical to the Term A Loans (for the avoidance of doubt, the Incremental Term Loans may, at the option of the Borrower, if set forth in the incremental joinder agreement, share in prepayments up to (but not to exceed) on a pro rata basis with any Term A Loans under Section 2.04); provided that if the Applicable Margin for any Incremental Term Loans exceeds the Applicable Margin for the Term A Loans, then the Applicable Margin for the Term A Loans shall be increased to the extent necessary so that the Applicable Margin for such Incremental Term Loans is equal to the Applicable Margin for the Term A Loans; provided, further, that in determining the Applicable Margin applicable to the Term A Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term A Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term A Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded. Unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term A Loans (except, in form the case of Term A Loans, with respect to pricing and substance reasonably satisfactory to Administrative Agent and Borrower, amortization) shall be deemed to include such terms as are customary for a term loan commitmentreferences to Revolving Credit Loans and Incremental Term Loans made pursuant to any Incremental Revolving Commitments and Incremental Term Commitments, respectively, made under this Section 2.13. With respect to the Incremental Revolving Commitments, the Borrower shall prepay any Base Rate Loans outstanding on the any Increase Effective Date and all Eurodollar Rate Loans at the earlier of the end of the then current Interest Period with respect thereto or the occurrence of an Event of Default (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Revolving Credit Exposure Commitments under this Section. With respect to the Incremental Revolving Commitments, on any Increase Effective Date, each Revolving Credit Lender that increased its Revolving Credit Commitment pursuant to this Section 2.13 and each Revolving Credit Lender that became a Revolving Credit Lender in connection with this Section 2.13 (i) will be deemed to have purchased a participation in each then outstanding Eurodollar Rate Loan that remains unpaid and Letter of Credit equal to its Applicable Percentage of such Revolving Credit Loan or Letter of Credit and the participation of each other Revolving Credit Lender in such Letter of Credit shall be adjusted accordingly and (ii) will acquire, (and will pay to the Administrative Agent, for the account of each Revolving Credit Lender, in immediately available funds, an amount equal to) its Applicable Percentage of the Outstanding Amount of all L/C Obligations. Incremental Revolving Commitments and Incremental Term Loan Commitments shall be evidenced by a joinder agreement satisfactory to the Administrative Agent (it being understood and agreed that at the election of the Borrower, such additional commitments in respect of any Lender under this Section 2.15Incremental Term Loan Commitments may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments). Notwithstanding any other provision of any Loan Document, and each the Loan Party shall execute and deliver such documents or instruments as Documents may be amended by the Administrative Agent may reasonably require and the Loan Parties, if necessary, to evidence such increase in the Total Credit Exposure of any Lender provide for terms applicable to Incremental Revolving Commitments and to ratify each such Incremental Term Loan Party’s continuing obligations hereunder Commitments and under the other Loan Documentsloans thereunder.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII IV and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except (i) that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier datedate (unless a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, in which case such representation or warranty is true in all respects), and except (iii) that for purposes of this Section 2.15, 2.17 the representations and warranties contained in each of Sections 7.05(a) and 7.05(bSection 4.5(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aSection 6.1(a) and 8.01(b(b), respectively, and (B) no Default exists. On the Increase Effective Date, each Revolving Credit Lender increasing its Revolving Credit Commitment pursuant to this Section 2.17shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Credit Lenders, to be required in order to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages in respect of the Revolving Credit Facility arising from any nonratable increase in the Revolving Credit Commitments under this Section. To the extent that any Revolving Credit Lender’s Revolving Loans are reduced as a result of the increase of in the Total Revolving Credit Exposure shall take Commitments, the form of a new term loan tranche, this Agreement Borrower shall be amended, in form deemed to have repaid and substance reasonably satisfactory to Administrative Agent and Borrower, to include reborrowed all such terms as are customary for a term loan commitment. 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 Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documents3.3).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15Section. At the time of the increase, the Borrower shall pay the Increase Commitment Fee and each Loan Party shall execute any other out-of-pocket fees and deliver such documents or instruments as expenses (including reasonable attorneys’ fees and expenses) incurred by the Administrative Agent may reasonably require to evidence in connection with such increase in and any fees and expenses of the Total Credit Exposure of any Lender Co-Lead Arrangers as have been separately agreed to by the Borrower and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan DocumentsCo-Lead Arrangers.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of each Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII §7 and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15§2.11, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) §7.4.2 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b)the Lenders, respectively, and (B) no Default or Event of Default exists. To , and (C) the extent that the increase sum of the outstanding amount of the 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 Credit Exposure shall take Commitment at such time and (ii) the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include Borrowing Base at such terms as are customary for a term loan commitmenttime. The applicable 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 Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, Revolving Credit Increase and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII VI and the other Loan Documents are true and correct in all material respects (without duplication of any or, if qualified by materiality qualifiers thereinor 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.11, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 6.1.7 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, and of Section 7.1, (B) no Default exists. To or Event of Default exists and is continuing and (C) the extent that the increase Borrower and its Subsidiaries are in compliance on a pro forma basis with each of the Total Credit Exposure shall take financial covenants contained in Sections 8.2.14 and 8.2.15 (which, for the form purposes of a new term loan tranchethe pro forma calculation required herein, this Agreement shall be amendeddetermined regardless of whether the covenants in such Section would otherwise have been required to be tested pursuant to the terms thereof at such time). Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing revolving credit facilities hereunder. Upon each Revolving Credit Increase (x) each Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans, will, in form each case, equal each Lender’s Ratable Share (after giving effect to such increase in the Revolving Credit Commitments) and substance reasonably satisfactory to Administrative Agent and Borrower(y) if, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date date of such increase there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall, on or prior to the effectiveness of such Revolving Credit Increase, be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (and pay reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by any additional amounts required to be paid pursuant to Section 3.05) 5.7 to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages Ratable Shares arising from any nonratable increase in the Total such Revolving Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsIncrease.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each increasing Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of Borrowerthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII VI and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) Section 6.04 shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 8.01(a) and 8.01(bSection 7.01(b), respectively, and (B) no Event of Default existsexists or would result from such increase. To In the extent that event of an increase in the increase of the Total Revolving Credit Exposure shall take the form of a new term loan trancheCommitment in accordance with this Section, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date Date, the Company shall borrow Revolving Credit Loans and prepay any outstanding Revolving Credit Loans from each Revolving Credit Lender (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable amongst the Revolving Credit Lenders in accordance with any their respective revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably require to evidence such Section. In the event of an increase in the Total Credit Exposure Term Loans in accordance with this Section, the Company shall deliver to the Administrative Agent a Committed Loan Notice on the Increase Effective Date requesting the additional Term Loans (and notwithstanding anything in Section 2.02 to the contrary, the Administrative Agent shall only notify the Term Lenders participating in such additional Loans of any Lender such request) and the Term Lenders participating therein shall provide such Loans pursuant to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documentsprocedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(asubsections (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To exists and (ii) to the extent that the increase of the Total Aggregate Revolving Credit Exposure Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent and BorrowerAgent, to include such terms as are customary for a term loan commitment, including an amortization schedule applicable to each such term loan tranche reasonably acceptable to the Administrative Agent and interest rate and pricing provisions applicable to each such term loan tranche determined by and acceptable to each of the Borrower and the lenders providing such term loan tranche, in each case. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Commitment Increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of 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 (x) certifying and attaching the resolutions adopted by such Loan Party with respect to Crosstex GP on behalf of the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Borrower approving or consenting to such increaseCommitment Increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increaseCommitment Increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers thereinexcept to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers thereinexcept to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(asubsections (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall (i) pay any upfront or other fees agreed by the Borrower in connection with such increase and, (ii) deliver to the Administrative Agent 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 (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To or Event of Default exists and (iii) if requested by the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borroweror any Lender deliver, at least ten (10) days prior to the Increase Effective Date, to include the Administrative Agent (and any such terms as are customary for Lender) a term loan commitmentcompleted and executed Beneficial Ownership Certification. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseIncremental Facility, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party (A) dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer the chief financial officer or an officer with similar responsibilities of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Borrower Representative approving or consenting to such increaseIncremental Facility, (B) certifying that the resolutions authorizing such Incremental Facility are true, correct, and effective as of the Increase Effective Date, and (yC) in the case of Borrower, certifying that, before and after giving effect to such increaseIncremental Facility, (A1) the representations and warranties contained in Article VII IV and the other Loan Documents are true and correct in all material respects (without duplication of except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality qualifiers thereinin the text thereof) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date in which case they are such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of such earlier date, (2) no Default or Event of Default exists and except that for purposes is continuing, (3) all of this the other conditions precedent set forth in Section 2.15, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), respectively3.2 have been satisfied, and (B4) no Default exists. To the extent that Borrowers are in compliance with the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, covenants set forth in form Article VI hereof (and substance attaching evidence reasonably satisfactory to the Administrative Agent and Borrowerdemonstrating pro forma compliance therewith). The Borrowers shall, to include at the request of the Administrative Agent, deliver such terms opinions of counsel as are customary for a term loan commitmentthe Administrative Agent may request in its reasonable discretion in connection with such Incremental Facility. Borrower In the event of an increase in the Aggregate Revolving Commitment Amount in accordance with this Section 2.1(g), 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 Percentages Pro Rata Shares of the Aggregate Revolving Commitment arising from any nonratable increase in the Total Credit Exposure of any Lender Aggregate Revolving Commitment Amount under this Section 2.15, (and each Loan Party the Borrowers shall execute and deliver such documents or instruments as Administrative Agent may reasonably require to evidence such increase in the Total Credit Exposure of be liable for any Lender and to ratify each such Loan Party’s continuing obligations hereunder and costs arising therefrom under the other Loan DocumentsSection 2.9).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(asubsections (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To exists or would result therefrom, and (ii) (x) upon the extent that reasonable request of any Lender, the increase of the Total Credit Exposure Borrower shall take the form of a new term loan tranchehave provided to such Lender, this Agreement and such Lender shall be amendedreasonably satisfied with, the documentation and other information so requested in form connection with applicable “know your customer” and substance reasonably satisfactory to Administrative Agent anti-money-laundering rules and Borrowerregulations, including, without limitation, the PATRIOT Act and (y) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to include each Lender that so requests, a Beneficial Ownership Certification in relation to such terms as are customary for a term loan commitmentLoan Party. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Revolving Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the 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 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 or on behalf of such Loan Party (xI) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yII) in the case of the Borrower, certifying that, before and after giving effect to such increaseincrease and the use of the proceeds thereof, (Ax) 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 VII V and the other Loan Documents are true and correct correct, in all material respects (without duplication of any except, if a qualifier relating to materiality qualifiers therein) 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 correct, in all material respects (without duplication of any except, if a qualifier relating to materiality qualifiers therein) 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 2.15Section, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (Bz) no Default existsor Event of Default exists as of the Increase Effective Date. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranchean Incremental Term Facility, this Agreement shall be amended, amended as provided in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date clause (and pay any additional amounts required pursuant to Section 3.05vi) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documentsbelow.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To In addition to the foregoing, to the extent that the increase of the Total Credit Exposure Aggregate Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent and Borrowerthe Required Lenders, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure Commitments under this Section. The Applicable Percentages of the Lenders shall be recalculated concurrently with the effectiveness of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably require to evidence such increase in the Total Credit Exposure of any Lender and Aggregate Commitments pursuant to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documentsthis Section 2.16.

Conditions to Effectiveness of Increase. Any increase in the Loan Amount pursuant to this §2.2 shall be subject to the following conditions: (i) The Borrowers shall have paid to (A) the Agent, such fees as shall be due to Agent at such time under the Fee Letter (as defined in §4.2, herein), and (B) to each Lender, such fees, if any, as shall have been agreed upon by the Borrower and the Agent. (ii) As of the Increase Effective Date, no Default or Event of Default then exists and is continuing or would result from such increase in the Loan Amount (including on a condition precedent pro forma basis relative to such increase, Borrower financial covenant compliance). (iii) The Borrowers shall deliver have delivered to Administrative the Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xA) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Borrowers approving or consenting to such increase, and (yB) in the case of Borrower, certifying that, before and after giving effect to such increase, (A1) the representations and warranties contained of the Borrowers in Article VII this Agreement and the in each other Loan Documents Document are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, to the knowledge of the Borrowers, they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes to the extent of changes resulting from transactions contemplated and permitted by this Section 2.15, Agreement and changes occurring in the representations and warranties contained ordinary course of business (in each of Sections 7.05(a) and 7.05(b) shall be deemed to refer case to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(bextent not constituting a Default or Event of Default), respectively, and (B2) no Default exists. To the extent that the increase or Event of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form Default exists and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. 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 is continuing or would result from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably require to evidence such increase in the Total Credit Exposure Loan Amount (including on a pro forma basis relative to financial covenant compliance), and (3) the incurrence of Indebtedness in an aggregate principal amount equal to the full Loan Amount after giving effect to all Commitment increases and new Commitments would not result in a breach of, or a default under, any agreement to which any Borrower is a party. (iv) [Reserved]. (v) The Borrowers will execute and deliver to each applicable Lender a new Note in the appropriate stated amount, and will execute and deliver or otherwise provide to ratify each the Agent and the Lenders such Loan Party’s continuing obligations hereunder other documents and under instruments consistent with the other Loan Documentsterms of this Agreement, as the Agent or Lenders reasonably may require.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increase, (A) the with respect to representations and warranties contained in Article VII that contain a materiality qualification, be true and correct on and as of the other Loan Documents are on and as of the Revolving Increase Effective Date and, with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects (without duplication of any materiality qualifiers therein) 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except (x) that for purposes of this Section 2.15Section, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (y) except that such representations and warranties that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date, and (B) both before and after giving effect to the Incremental Facility, no Default exists. To The Borrowers shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentin connection with any Incremental Facility. Borrower The Borrowers shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Revolving Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (1) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increaseincrease in Term Loans or Incremental Term Facility, (A) the representations and warranties contained in Article VII V and the other Loan Documents this Agreement are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.12, the representations and warranties contained in each subsection (a) of Sections 7.05(a) and 7.05(b) Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclause (a) and 8.01(b), respectivelyof Section 6.01, and (B) no Default exists. To the extent that or Event of Default shall have occurred and be continuing at such time or would result from the increase in Term Loans or Incremental Term Facility on such Increase Effective Date, (2) all fees and expenses of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, the Lenders in connection with such increase in Term Loans or Incremental Term Facility shall have been paid on or prior to include such terms as are customary for a term loan commitment. 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 provided in the applicable Incremental Term Supplement, (3) with respect to keep each Incremental Term Facility, such Incremental Term Facility shall (i) not have a final maturity date earlier than the outstanding Maturity Date applicable to the Term Facility or a Weighted Average Life to Maturity shorter than the Weighted Average Life to Document Number: 1345735 -49- Maturity of the Term Facility and (ii) be secured by either a pari passu or junior lien on the Collateral, (4) the Applicable Rate for the Incremental Term Loans ratable shall be determined by the Borrower and the lenders thereof; provided, that, in the case of any Incremental Term Loans that are secured by a Lien on the Collateral that is pari passu with the Lien securing the Term Loans, (A) in the event that the applicable margin for any revised Incremental Term Loans Incurred under such Incremental Term Facility on or prior to the date that is 18 months after the Closing Date exceeds the applicable margin for the Term Loans by more than 50 basis points, then the Applicable Percentages arising from any nonratable Rate for the Term Loans shall be adjusted so that the applicable margin for the Incremental Term Loans under such Incremental Term Facility does not exceed the applicable margin for the Term Loans by more than 50 basis points; provided, further, that the determination of the applicable margin for the Term Loans and Incremental Term Loans under the Incremental Term Facility shall include the following items: (x) interest rate margins and (y) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Lenders in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) and shall exclude customary arrangement or commitment fees payable to the arrangers (or their affiliates) of such loans and (B) in the event that the Eurodollar Rate floor and/or Base Rate floor applicable to the Incremental Term Facility is greater than the Eurodollar Rate floor or Base Rate floor, respectively, applicable to the Term Loans, the Eurodollar Rate floor and/or Base Rate floor applicable to the Term Loans shall be adjusted to match such Eurodollar Rate floor or Base Rate floor applicable to the Incremental Term Loans but only to the extent an increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents Eurodollar Rate floor or instruments as Administrative Agent may reasonably require Base Rate floor applicable to evidence such the Term Loans would cause an increase in the Total Credit Exposure interest rate then in effect thereunder, and in such case the Eurodollar Rate floor and Base Rate floor (but not the Applicable Rate) applicable to the Term Loans shall be increased to the extent of any Lender such differential between interest rate floors, and (5) subject to ratify each such Loan Party’s continuing obligations hereunder clause (4)(i), the amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and under the other Loan Documentslenders thereof.

Conditions to Effectiveness of Increase. (A) As a condition precedent to such increaseeach Revolving Credit Increase, the Borrower shall deliver to Administrative the Agent such documents as are reasonably requested by the Agent, including, but not limited to, documents of the type referred to in Section 8.1(b) (in each case, to the extent requested by the Agent) and a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer an officer of such Loan Party reasonably acceptable to the Agent and (xI) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, Revolving Credit Increase and (yII) in the case of Borrower, certifying that, before and after giving effect to such increaseRevolving Credit Increase, (A1) the representations and warranties by any Loan Party contained herein or in Article VII and the any other Loan Documents are Document shall be true and correct in all material respects (without duplication of except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality qualifiers thereinor Material Adverse Effect in the text thereof) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer representation or warranty expressly relates to an earlier date, in which case they are such representations and warranties shall be true and correct in all material respects (without duplication of except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality qualifiers thereinin the text thereof) as of such earlier date, ; (2) no Default or Event of Default shall exist and except that be continuing; and (3) after giving effect to such Revolving Credit Increase (and treating any Revolving Credit Increase as fully drawn for purposes of this Section 2.15such purpose), the representations and warranties contained Loan Parties are in compliance on a pro forma basis with the Financial Covenants set forth herein, in each of Sections 7.05(acase recomputed for the most recent Fiscal Quarter for which financial statements have been delivered hereunder. As a further condition precedent to any Revolving Credit Increase, the Borrower shall have paid all fees and expenses due hereunder or under any other Loan Document together with all fees and expenses due in connection with such Revolving Credit Increase, in each case, on or prior to the Increase Effective Date. (B) Upon each Revolving Credit Increase, (A) each Lender having a Revolving Loan Commitment immediately prior to such increase will automatically and 7.05(b) shall without further act be deemed to refer have assigned to each Lender providing a portion of the most recent statements furnished pursuant Revolving Credit Increase (each, a "Revolving Credit Increase Lender") in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to Sections 8.01(ahave assumed, a portion of such Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swing Line Advances such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (1) participations hereunder in such Letters of Credit and 8.01(b)(2) participations hereunder in Swing Line Advances, respectivelywill, in each case, equal each Lender's Pro Rata Share thereof (after giving effect to such increase in the Revolving Loan Commitments) and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan trancheif, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay date of such increase there are any additional amounts required pursuant to Section 3.05) Revolving Credit Advances outstanding, the Lenders shall make such payments among themselves as the Agent may reasonably request to the extent necessary to keep the outstanding Loans Revolving Credit Advances ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Total such Revolving Credit Exposure of any Lender under this Section 2.15Increase, and each Loan Party the Borrower shall execute and deliver pay to the applicable Lenders any amounts required to be paid pursuant to Section 2.5(e) in connection with such documents or instruments payments among the Lenders as Administrative Agent may reasonably require to evidence if such increase in the Total payments were effected by prepayments of Revolving Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan DocumentsAdvances.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower (a) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer the chief executive officer or chief financial officer of such Loan Party Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Borrower approving or consenting to such increase, and (yii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII Section 8 hereof and in the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.151.4, the representations and warranties contained in each the first sentence of Sections 7.05(a) and 7.05(b) Section 8.10 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of subsection 9.1.3, and the representations and warranties contained in the second sentence of Section 8.1.10 shall be deemed to refer to the last day of the most recent fiscal year of the Borrowers ended prior to the date of such certificate for which financial statements have been delivered to the Lenders, and (B) no Default or Event of Default exists. To , (b) the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05subsection 3.2.5) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Commitment Percentages arising from any nonratable increase in the Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15Section, (c) the Borrowers shall pay such closing fees as may be acceptable to the Lenders that make Revolving Credit Commitments or increase their Revolving Credit Commitments pursuant to this Section, and each Loan Party (d) to the extent requested by the Administrative Agent, the Borrowers shall execute and deliver such documents new or instruments substituted, as Administrative Agent may reasonably require to evidence such increase applicable, Revolving Credit Notes in the Total amounts of the respective aggregate Revolving Credit Exposure Commitments of the Lenders that increase their Revolving Credit Commitments or make new Revolving Credit Commitments, (ii) a reaffirmation agreement from all Guarantors, (iii) UCC searches for the jurisdictions requested by the Administrative Agent, and (iv) such other documents, including, without limitation, any Lender opinion letters requested, as are reasonably required by the Administrative Agent, all of the documents referred to in clauses (i) through (iv) to be in form and substance satisfactory to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan DocumentsAdministrative Agent.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Company shall deliver to the Administrative Agent a certificate of each Loan Party (excluding the Foreign Borrowers and the Foreign Guarantors, if any, if the Maximum Foreign Borrower Sublimit is not being increased) dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increaseIncremental Increase, and (yii) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any or, if qualified by materiality qualifiers thereinor 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(a) and 7.05(bSection 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(bSection 6.01(a), respectively, and (B) no Default exists. To exists and is continuing and (C) the extent that the increase Company and its Restricted Subsidiaries are in pro forma compliance with each of the Total financial covenantscovenant contained in Section 7.12. Each Incremental Increase shall have the same terms as the outstanding Revolving Credit Exposure shall take Loans and be part of the form existing revolving credit facilities hereunder. Upon each Incremental Increase (x) each Lender having a Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Increase (each, an “Incremental Increase Lender”) in respect of such increase, and each such Incremental Increase Lender will automatically and without further act be deemed to have assumed, a new term loan trancheportion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, this Agreement after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans, will, in each case, equal each Lender’s Applicable Percentage (after giving effect to such increase in the Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall, on or prior to the effectiveness of such Incremental Increase, be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in the Facility), which prepayment shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower shall prepay accompanied by any Loans outstanding on the Increase Effective Date (and pay any additional amounts required to be paid pursuant to Section 3.05) 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 Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsIncremental Increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Company shall deliver to the Administrative Agent a certificate of executed by 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 (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of Borrowerthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent reasonably deemed to be necessary by the Administrative Agent to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Section; provided that the Administrative Agent and the Borrowers may designate an Increase Effective Date that will reduce or minimize the payment of additional amounts required pursuant to Section 3.05; and provided further that, for purposes of clarification, use of the phrase “reasonably require to evidence such increase deemed necessary by the Administrative Agent” in the Total Credit Exposure preceeding portion of any Lender and this sentence is not intended to ratify each such Loan Party’s continuing obligations hereunder and under give the other Loan DocumentsAdministrative Agent discretion to allocate Committed Loans non-ratably.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of effectiveness of such increase (the “Increase Effective Date Date”) (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of each Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII §7 and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15§2.11, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) §7.4.2 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b)the Lenders, respectively, and (B) no Default or Event of Default exists. To , (C) the extent that the increase sum of the outstanding amount of the 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 time and (ii) the Borrowing Base at such time and (D) the sum of the outstanding amount of the CAI Revolving Credit Exposure shall take Loans (after giving effect to all amounts requested) plus the form Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of a new term loan trancheLetters of Credit issued for the account of CAI, this Agreement shall be amended, in form plus the outstanding amount of Swing Line Loans made to CAI do not exceed the lesser of (A) the Total Commitment at such time and substance reasonably satisfactory to Administrative Agent and Borrower, to include (B) the Domestic Borrowing Base at such terms as are customary for a term loan commitmenttime. The applicable 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 Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(asubsections (a) and 8.01(b(b), respectively, of Section 8.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and BorrowerAgent, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15Section, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 increaseincrease or new Commitments under this clause (a), Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party the Borrowers dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrowers (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party each Borrower approving or consenting to such increase, and (yii) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increase, to the knowledge of Borrowers (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) respects, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, to the knowledge of the Borrowers, they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.17, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower 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 Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15(which prepayments will not be on a pro rata basis with respect to the outstanding Commitments prior to the effectiveness of any such increase). Notwithstanding any provisions of this Agreement to the contrary, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent the Borrowers may reasonably require to evidence borrow from the Lenders providing such increase in the Total Credit Exposure Commitments (on a non pro rata basis with Lenders not providing such increase) in order to fund such prepayment. The Administrative Agent and the Borrowers may, without the consent of any Lender Lenders, effect such amendments to this Agreement and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan DocumentsDocuments as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrowers, to effect the increase in Commitments pursuant to this Section 2.17(a), including, without limitation, establishing pricing, commitment fees and the maturity of any new commitments, incorporation of a new revolving tranche and amendments in respect of borrowing and prepayment procedures for any new revolving tranche.

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the 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 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 or on behalf of such Loan Party (xI) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yII) in the case of the Borrower, certifying that, before and after giving effect to such increaseincrease and the use of the proceeds thereof, (Ax) 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 contained in Article VII V and the other Loan Documents are true and correct correct, in all material respects (without duplication of any except, if a qualifier relating to materiality qualifiers therein) 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 correct, in all material respects (without duplication of any except, if a qualifier relating to materiality qualifiers therein) 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 2.15Section, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (Bz) no Default existsor Event of Default exists as of the Increase Effective Date. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranchean Incremental Term Facility, this Agreement shall be amended, amended as provided in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date clause (and pay any additional amounts required pursuant to Section 3.05vi) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documentsbelow.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date Date, (in sufficient copies for each Lenderi) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increaseIncremental Commitments, (A) the representations and warranties contained in Article VII Section 10 and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15Section 7.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(c) of Section Section 10.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section Section 11.01, (B) at the time of and after giving effect on a Pro Forma Basis to such Incremental Commitments and any borrowings made on the Increase Effective Date, the Parent is in compliance with all covenants set forth in Section Section 12.11 as of the end of the most recent Measurement Period for which financial statements of the Parent are available and (C) no Default has occurred and is continuing and (ii) the Parent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Appropriate 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 the Incremental Commitments, and (B) no Default exists. To certifying as to the extent that the increase satisfaction of the Total Credit Exposure shall take conditions set forth in clause (i). In connection with any Incremental Commitment, the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower Revolving Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05Section 8.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15, Section 7.14 and each Loan Party shall execute and deliver the Revolving Borrowers may use advances from the Revolving Lenders having new or increased commitments for such documents or instruments as Administrative Agent may reasonably 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 Documentsprepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Borrowers approving or consenting to such increase, increase and (yii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents that are qualified by materiality shall be true and correct on and as of the Increase Effective Date, and such representations and warranties that are not qualified by materiality shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier datedate (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof), and except that for purposes of this Section 2.152.13, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished delivered pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party Section. In no event shall execute and deliver such documents or instruments as Administrative Agent may reasonably require any of the terms applicable to evidence such increase in the Total Credit Exposure of any Lender and increased Commitments after the Increase Effective Date differ from the terms applicable to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan DocumentsCommitments existing prior to the Increase Effective Date.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed on behalf of such Loan Party by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any provided that representations and warranties that contain a materiality qualifiers therein) qualification 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15Section, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. To The Borrower shall deliver or cause to be delivered any other customary documents, including, without limitation, legal opinions, as reasonably requested by the extent that Administrative Agent in connection with any Incremental Facility. In addition, as additional conditions precedent to any such increase, (i) upon the increase reasonable request of any Lender made prior to the Total Credit Exposure Increase Effective Date, the Borrower shall take the form of a new term loan tranchehave provided to such Lender, this Agreement and such Lender shall be amendedreasonably satisfied with, the documentation and other information so requested in form connection with applicable “know your customer” and substance reasonably satisfactory anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have provided prior to Administrative Agent and Borrowerthe Increase Effective Date, to include such terms as are customary for each Lender that so requests, a term loan commitmentBeneficial Ownership Certification in relation to Borrower. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (x) certifying and attaching the resolutions adopted by such the Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Parties approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, then such representation or warranty shall be required to be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier datedate (unless a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, in which case such representation or warranty shall be required to be true and correct in all respects), and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, : (i) The Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each such Loan Party (xA) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) each of the representations and warranties contained made by each Loan Party in Article VII or pursuant to any Loan Document (y) that is qualified by materiality shall be true and the other Loan Documents are correct, and (z) that is not qualified by materiality, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) respects, in each case, on and as of the Increase Effective Datesuch date as if made on and as of such date, except to the extent that any such representations representation and warranties specifically refer warranty expressly relates to an earlier date, in which case they are such representation and sf-3452707 Xxxxxxx Amendment Agreement #4 warranty shall have been true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes (2) no Default or Event of Default exists; (ii) the Borrower shall deliver to any Lender providing an increase in the Revolving Commitments hereunder (or any new Lender providing such Revolving Commitment hereunder) any Notes requested by such Lender in connection with the making of such increased or new Revolving Commitment, and shall have executed any amendments to this Agreement and the other Loan Documents as may be required by the Administrative Agent to effectuate the provisions of this Section 2.15, 2.20; (iii) the representations and warranties contained Borrower shall have paid to any Lender any fees required to be paid to such Lender in each of Sections 7.05(a) and 7.05(b) shall be deemed to refer to connection with the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), respectively, and increased Revolving Commitment (B) no Default exists. To or in the extent that the increase of the Total Credit Exposure shall take the form case of a new term loan trancheLender, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. new Revolving Commitment) hereunder; and (iv) the Borrower shall prepay any Revolving 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 Revolving Loans ratable with any revised Applicable Revolving Percentages arising resulting from any nonratable non-ratable increase in the Total Credit Exposure of any Lender under Revolving Commitments undertaken pursuant to this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII Section V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(asubsections (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure Aggregate Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent Agent, Borrower and Borrower, the Lenders providing such term loan tranche to include such terms as are necessary and customary for a to implement such term loan commitmentcommitments. Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increase, (A) the with respect to representations and warranties contained in Article VII that contain a materiality qualification, be true and correct on and as of the other Loan Documents are on and as of the Revolving Increase Effective Date and, with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects (without duplication of any materiality qualifiers therein) 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except (x) that for purposes of this Section 2.15Section, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (y) except that such representations and warranties that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date, and (B) both before and after giving effect to the Incremental Facility, no Default exists. To The Borrowers shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions and such deliverables set forth in Section 4.01(j)) as reasonably requested by the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentin connection with any Incremental Facility. Borrower The applicable 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 Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Revolving Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such each increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party Party, (xy) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving authorizing or consenting to such increase, as the case may be, and (yz) in the case of the Borrower, certifying that, immediately before and after giving effect to such increase, (A) the representations and warranties of the Loan Parties contained in Article VII V of this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the such applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(aSection 5.05(a) and 7.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. To , and (ii) each Proposed Revolving Credit Lender that is becoming a Revolving Credit Lender shall (y) be subject to the extent that the increase reasonable approval of the Total Credit Exposure Administrative Agent , the L/C Issuer and the Swing Line Lender, which approvals shall take the form of not be unreasonably withheld, delayed or conditioned, and (z) execute and deliver a new term loan tranche, this Agreement shall be amended, joinder agreement in form and substance reasonably satisfactory to the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender and the Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Credit 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 Revolving Credit Loans ratable with any revised the Applicable Revolving Credit Percentages arising resulting from any nonratable non-ratable increase in the Total amount of the Revolving Credit Exposure of any Lender Facility under this Section 2.15, 2.14 and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documentseffect after giving effect thereto.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Credit Party approving or consenting to such increase, and (yii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Credit Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower The Borrowers shall prepay (which may be with the proceeds of Revolving Credit Loans received on such date) 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 Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Party: (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and ; and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, increase and any Loans made concurrently therewith: (A) the representations and warranties contained in Article VII IV and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except (i) that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier datedate (unless a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, in which case such representation or warranty is true in all respects), and except (iii) that for purposes of this Section 2.15, 2.17 the representations and warranties contained in each of Sections 7.05(a) and 7.05(bSection 4.5(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aSection 6.1(a) and 8.01(b(b), respectively, and ; (B) the Borrower is in compliance, calculated on a pro forma basis, with the financial covenants contained in Section 6.12 hereof; and (C) no Default exists. On the Increase Effective Date, each Lender increasing its Revolving Credit Commitment pursuant to this Section 2.17 shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, to be required in order to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages in respect of the Revolving Credit Facility arising from any nonratable increase in the Revolving Credit Commitments under this Section. To the extent that any Lender’s Revolving Loans are reduced as a result of the increase of in the Total Revolving Credit Exposure shall take Commitments, the form of a new term loan tranche, this Agreement Borrower shall be amended, in form deemed to have repaid and substance reasonably satisfactory to Administrative Agent and Borrower, to include reborrowed all such terms as are customary for a term loan commitment. 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 Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documents3.3).

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease in the Revolving Credit Facility and/or the Term Facility pursuant to this Section 2.16, the Administrative Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Facility Increase Effective Date (in sufficient copies for each Lender) or the Term Facility Increase Effective Date, as the case may be, signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, increase and (yii) in a certificate of the Administrative Borrower dated as of the Revolving Facility Increase Effective Date or the Term Facility Increase Effective Date, as the case may be, signed by a Responsible Officer of Borrower, the Administrative Borrower certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers thereinexcept to the extent such representations and warranties are qualified with respect to materiality, in which case such representations and warranties are true and correct in all respects) on and as of such Revolving Facility Increase Effective Date or the Term Facility Increase Effective Date, as the case may be, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers thereinexcept to the extent such representations and warranties are qualified with respect to materiality, in which case such representations and warranties are true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(asubsections (a) and 8.01(b(b), respectively, and of Section 6.01, (B) after giving effect to any such increase, the Borrowers shall be in compliance on a pro forma basis with each of its financial covenants set forth in Section 7.11, and (C) no Default existsor Event of Default has occurred and is continuing. To The parties hereto agree that, notwithstanding any other provision of this Agreement, the extent that Administrative Agent, the increase of the Total Borrowers, each Increasing Revolver Lender and each other Revolving Credit Exposure shall take the form of a new term loan trancheLender, this Agreement shall be amendedas applicable, in form and substance may make arrangements reasonably satisfactory to Administrative Agent and Borrower, such parties to include such terms as are customary for a term loan commitment. Borrower shall prepay any cause an Increasing Revolver Lender to temporarily hold risk participations in the Revolving Credit Loans of the other Revolving Credit Lenders (rather than fund its Applicable Revolving Credit Percentage of all outstanding on Revolving Credit Loans concurrently with the applicable Revolving Facility Increase Effective Date Date) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Revolving Credit Facility. The Borrowers acknowledges that if (and pay despite any additional amounts required arrangements established pursuant to Section 3.05the foregoing sentence), as a result of a non-pro-rata increase in the Revolving Credit Commitments, any Eurodollar Rate Loans must be prepaid or converted (in whole or in part) to on a day other than the extent necessary last day of an Interest Period therefor in order to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Revolving Credit Percentages, then such prepayment or conversion shall be subject to the Total Credit Exposure provisions of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 Documents3.05.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and each Loan Party Guarantor dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower and each Guarantor (xi) certifying and attaching the resolutions adopted by the Borrower and such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Guarantor approving or consenting to such increase, and (yii) in the case of the Borrower, certifying and attaching a Compliance Certificate demonstrating compliance, on a pro forma basis, with the financial covenants set forth in Section 7.11 and (iii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, and of Section 6.01, (B) no Default exists, and (C) the Borrower is in pro forma compliance with the financial covenants contained in Section 7.11. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the 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 Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party Section. The Borrower shall execute and deliver such documents or instruments as pay to the Administrative Agent may reasonably require for the pro rata accounts of the participating Lenders a fee (the “Expansion Fee”) in an amount to evidence such increase in be agreed upon between the Total Credit Exposure of any Lender Administrative Agent and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan DocumentsBorrower.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, at the time of and (B) after giving effect on a Pro Forma Basis to such increase in the Aggregate Commitments and any borrowings made on the Revolving Credit Increase Effective Date, the Borrower is in compliance with all covenants set forth in Section 7.11 as of the end of the most recent Measurement Period for which financial statements of the Borrower are available and no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the 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 Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver Borrower may use advances from Lenders having new or increased Commitments for such documents or instruments as Administrative Agent may reasonably 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 Documentsprepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party Borrower approving or consenting to such increase, and (yii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of except that any materiality qualifiers thereinrepresentation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of except that any materiality qualifiers thereinrepresentation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each subsection (a) of Sections 7.05(a) and 7.05(b) Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, except that to the extent such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.06 shall be qualified by reference to the absence of footnotes and shall be subject to year-end adjustments, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Acquisition Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Credit Party approving or consenting to such increase, and (yii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Credit Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Acquisition Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower The Borrowers shall prepay any Acquisition Loans (which may be with the proceeds of Acquisition Loans received on such date) outstanding on the Acquisition Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Acquisition Loans ratable with any revised Applicable Acquisition Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Acquisition Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, Borrower the Company shall deliver to the Administrative Agent a certificate of each Loan Party Party, dated as of the Increase Effective Date (in sufficient copies for each Lender) and signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of Borrowerthe Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that that, for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(aclauses (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, and of Section 6.01, (B) no Default exists. To exists and (C) for the extent that the increase period of the Total Credit Exposure shall take most recently completed four full fiscal quarters immediately preceding the form of a new term loan trancheIncrease Effective Date, this Agreement the Company is in compliance with the covenants set forth in Section 7.11, which certificate shall be amendedprepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 6.01 and the most recent Compliance Certificate delivered pursuant to Section 6.02(a) and shall evidence such compliance in reasonable detail. The Company shall deliver or cause to be delivered any other customary documents (including legal opinions, documentation and other information so requested in form connection with applicable “know your customer” and substance anti-money-laundering rules and regulations, including the PATRIOT Act and Beneficial Ownership Regulation) as reasonably satisfactory to requested by the Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentor any Revolving Lender (including any Additional Lender) in connection with any Incremental Facility. Borrower The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender Revolving Facility under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increaseIncremental Term Loan, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any or, if qualified by materiality qualifiers thereinor 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each subsection (a) of Sections 7.05(a) and 7.05(b) Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclause (a) and 8.01(b)of Section 6.01, respectively, and (B) no Default exists. To exists and is continuing; and (C) the extent that the increase Borrower and its Restricted Subsidiaries are in pro forma compliance with each of the Total Credit Exposure financial covenants contained in Section 7.12. Each Incremental Term Loan shall take have the form same terms as the outstanding Loans and be part of a new term loan tranche, this the Facility hereunder. This Agreement shall be amendedamended (without the need to obtain the consent of any Lender other than the Lenders providing such Incremental Term Loans), in form and substance reasonably satisfactory to the Administrative Agent in order to implement the Incremental Term Loans; provided that the covenants, defaults, and Borrowerother terms and provisions (including pricing) applicable to any Incremental Term Loan (i) shall be the same as the corresponding terms set forth in the then existing Loan Documents and (ii) shall not contravene any of the terms of the then existing Loan Documents. Notwithstanding the foregoing, in the case of any Limited Condition Acquisition funded in whole or in part by Incremental Term Loans, (i) the Lenders providing such Incremental Term Loans may agree to include a “Funds Certain Provision” that does not impose as a condition to funding thereof that no Default exists at the time such terms as are customary Limited Condition Acquisition is consummated (other than under Sections 8.01(a), (f) and (g), none of which shall exist at the time of execution of the applicable acquisition agreement with respect to the Limited Condition Acquisition or the date of consummation of such Limited Condition Acquisition), in which event, the condition shall be that no Default shall exist on the date on which the applicable acquisition agreement for a term loan commitment. Borrower such Limited Condition Acquisition is executed and delivered by the parties thereto and (ii) the requirements regarding the representations and warranties referenced in clause (B) above and the financial covenants referenced in clause (C) above shall prepay any Loans outstanding be tested on the date on which the acquisition agreement for such Limited Condition Acquisition is executed and delivered by the parties thereto and not on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to or the extent necessary to keep date of the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure making of any Lender under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsIncremental Term Loans.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseRevolving Credit Increase, (x) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, Revolving Credit Increase and (y) in the case of Borrower, certifying that, before and after giving effect to such increaseRevolving Credit Increase, (Ai) no Default shall exist, (ii) the financial covenants in Section 7.11 would be satisfied on a pro forma basis for the most recent Measurement Period after giving effect to such Revolving Credit Increase (assuming such Revolving Credit Increase were fully drawn) and any related transactions, (iii) the Senior Secured Leverage Ratio, determined on a pro forma basis after giving effect to such Revolving Credit Increase (assuming such Revolving Credit Increase were fully drawn) and any related transactions, shall not exceed 3.5:1.0, (iv) the representations and warranties contained in Article VII 5 and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, (v) such Revolving Credit Increase shall be on the same terms as the Revolving Credit Commitments and (Bvi) no Default exists. To any fees payable in connection with such Revolving Credit Increase to the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentthe Revolving Credit Lenders shall have been paid. The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 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 Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Commitment Increase, Borrower on the applicable Increase Effective Date the Borrowers shall deliver to the Administrative Agent (x) a certificate of each Loan Party dated as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increaseCommitment Increase, and (yii) in the case of Borrowerthe Borrowers’ Agent, certifying that, before and after giving effect to such increaseCommitment Increase, (A) the all representations and warranties contained made by any Borrower or the Pledgor in Article VII this Agreement and each other Financing Document to which any Borrower or the other Loan Documents Pledgor is a party are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), respectively, and (B) no Default or Event of Default exists, (y) such opinions of counsel, certificates, documents or other requirements as may be requested by any Lender participating in such Commitment Increase and (z) (1) the joinder agreement referenced in Section 3.14(c), duly executed by the Person becoming a Party hereto pursuant to the terms thereof (other than for any Lender already a party to this Agreement) and (2) an amendment to Schedule 1.01(a) setting forth the Commitments of each Lender after giving effect to the Commitment Increase. To For the extent that avoidance of doubt, after giving effect to any Commitment Increase, the increase pro rata allocations among the Lenders shall be adjusted and the Administrative Agent shall provide each Lender with a copy of the Total Credit Exposure shall take amendment to Schedule 1.01(a) delivered by the form Borrowers. Other than the foregoing requirements to execute and deliver a joinder to this Agreement, if applicable, any conditions to the Funding of Loans made available pursuant to a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding Commitment Increase on the applicable Increase Effective Date (may, notwithstanding anything to the contrary contained in this Agreement, be waived, unless a Default or Event of Default has occurred and pay is continuing, solely by the Lenders providing such Commitment Increase if immediately prior to giving effect to any additional amounts required Commitment Increase, the Commitment Availability of all Lenders is zero. Except as set forth in this Section 3.14, each Funding of Loans made available pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section 2.15, 3.14 shall otherwise comply with the requirements for each Funding set forth in this Agreement and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably require to evidence such increase in the Total Credit Exposure delivery of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documentsa Funding Notice.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower (i) Borrowers shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of each Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, of Section 6.01, and (B) no Default exists. To has occurred and is continuing, (ii) Borrowers shall on the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory Increase Effective Date pay to Administrative Agent for the benefit of Lenders participating in the increase a closing fee equal to one-quarter of one percent (0.25%) of the amount of the increase, and Borrower, (iii) Borrowers shall execute and deliver new Notes to include such terms as Lenders who are customary for a term loan commitmentparticipating in the increase. Borrower 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 Total Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (yii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(asubsections (a) and 7.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b(b), respectively, and of Section 6.01, (B) no Default exists. To the extent exists or would arise from such increase, and (C) after giving effect to such increase (assuming that the amount of such increase was fully drawn), the Borrower would be in pro forma compliance with the requirements of Section 7.10 (assuming that such increase in the Total Revolving Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form Facility is fully drawn and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitmentset forth below). The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15Section. If the proceeds from any increased or additional Revolving Credit Loans are to be used by the Borrower, Holdings or any of their respective Subsidiaries to make any Acquisition and each Loan Party such Acquisition is to be consummated, or an acquisition agreement for such Acquisition is to be executed, as of the Revolving Increase Effective Date, then the pro forma calculation described above shall execute and deliver take into account the EBITDA of the Person, or attributable to the assets, acquired in such documents or instruments Acquisition for the applicable Measurement Period as Administrative Agent may reasonably require to evidence such increase set forth in the Total definition of “EBITDA” (including taking into account any pro forma expense and cost reductions as set forth therein). If the proceeds from any increased or additional Revolving Credit Exposure Loans are to be used by the Borrower, Holdings or any of their respective Subsidiaries to purchase, repay or otherwise satisfy any Lender Indebtedness, then the pro forma calculation described above shall take into account such repayment (including any principal reduction of such Indebtedness and to ratify each such Loan Party’s continuing obligations hereunder and under any pro forma interest savings for the other Loan Documentsapplicable Measurement Period as set forth in the definition of “EBITDA”).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(aclauses (a) and 8.01(b), respectively(b) of Section 6.01, and (B) no Default exists. To exists and (ii)(A) upon the extent that reasonable request of any Lender made at least ten days prior to the increase of Increase Effective Date, the Total Credit Exposure Borrower shall take have provided to such Lender the form of a new term loan tranchedocumentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, this Agreement shall be amendedincluding the Act, in form each case at least five days prior to the Increase Effective Date and substance reasonably satisfactory (B) at least five days prior to Administrative Agent and Borrowerthe Increase Effective Date, to include such terms if the Borrower qualifies as are customary for a term loan commitment“legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification. The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Total Revolving Credit Exposure of any Lender Commitments under this Section 2.15, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably 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 DocumentsSection.