Common use of Conditions to Effectiveness of Increase Clause in Contracts

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrowers shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching thereto the resolutions adopted by the board of directors or other equivalent governing body of such Loan Party approving or and consenting to such increase, and (ii) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties of the Borrowers and each other Loan Party contained in Article V and the or any other Loan Documents are Document, shall be true and correct in all material respects (or, to the extent any except for such representation representations and warranties that have a materiality or warranty is qualified as to "materiality" or "Material Adverse Effect"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 shall be true and correct in all material respects (or, to the extent any except for such representation representations and warranties that have a materiality or warranty is qualified as to "materiality" or "Material Adverse Effect"Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16(e), the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 6.01, and (B) no Default existsexists or will result from such increase. The Borrower Borrowers shall prepay (or make other arrangements reasonably acceptable to the Administrative Agent with respect to) any Committed Loans outstanding on the Revolving Credit Increase Effective Date (and pay (or otherwise make arrangements reasonably acceptable to each relevant Lender with respect to) any additional amounts required pursuant to Section 3.05) to the extent necessary (as determined by the Administrative Agent in consultation with the US Borrower) to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party Xxxxxxxxx shall deliver to the Administrative Agent a certificate of the each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the BorrowerXxxxxxxxx, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The 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 Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party (i) the Borrower shall deliver to the Administrative Agent Lender a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B2) no Default exists. The or Event of Default exists or would arise therefrom, (ii) the Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) have paid such fees to the extent necessary Lender in respect of such increase as the Borrower and the Lender may agree; (iii) if requested by the Lender, the Borrower shall deliver an opinion or opinions, in form and substance reasonably satisfactory to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising Lender, from any nonratable increase in counsel to the Commitments under this SectionBorrower reasonably satisfactory to the Lender and dated such date; (iv) the Borrower shall have delivered such other instruments, documents and agreements as the Lender may reasonably have requested; and (v) no Default or Event of Default exists.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such increase, (A) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct in all material respects (orrespects, to the extent except for any such representation or and warranty that is qualified as by materiality or reference to "materiality" or "Material Adverse Effect", which such representation and warranty shall be true and correct in all respects) , on and as of the Increase Effective DateDate as though made on, except to the extent that and as of such date, unless such representations and or warranties specifically refer to an earlier date, are made as of a prior date in which case they are true and correct in all material respects (orrespects, to the extent except for any such representation or and warranty that is qualified as by materiality or reference to "materiality" or "Material Adverse Effect", which such representation and warranty shall be true and correct in all respects) , as of such earlier prior date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) before and after giving effect to such increase, no Default or Event of Default exists. The Borrower shall prepay any Committed Loans Revolving Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.08) to the extent necessary to keep the outstanding Committed Loans Revolving Advances ratable with any revised Applicable Percentages Pro Rata Share arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrowers shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The 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 Revolver Commitments and/or WC Commitments, as applicable, under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Obligor dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Obligor (iA) certifying and attaching the resolutions adopted by such Loan Party Obligor, approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (Ax) the representations and warranties contained in Article V III and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation unless already qualified by materiality or warranty is qualified as to "materiality" or "Material Adverse Effect", in which case they shall be true and correct in all respects) ), on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes (y) no Event of this Section 2.14Default exists or would result therefrom, (ii) the representations Borrower shall deliver or cause to be delivered any other customary documents as reasonably requested by the Administrative Agent in connection with any such increase in the Aggregate Commitments, (iii) the Borrower shall pay any applicable fee (in an amount, and warranties contained in subsections to the extent, mutually agreed upon at the time of such election to increase) related to each such increase (aincluding, without limitation, any applicable arrangement, upfront and/or administrative fee) and (biv) (A) upon the reasonable request of Section 5.05 any New Lender made at least five days prior to the Increase Effective Date, the Borrower shall have provided to such New Lender, and such New Lender shall be deemed to refer reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, Increase Effective Date and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on at least five days prior to the Increase Effective Date (and pay any additional amounts required pursuant Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered, to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.each New Lender that so requests, a Beneficial

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01; provided that any representation or warranty that is qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects, and (B) no Default existsexists and shall be continuing. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower Representative shall deliver to the Administrative Agent a certificate of the Borrower Borrowers dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower Representative (i) certifying and attaching the resolutions adopted by such Loan Party the board of the General Partner approving or consenting to such increase (and certifying either (A) that the approval or consent of each other Loan Party is not required or (B) that each other Loan Party has approved or consented to such increase, attaching copies of any resolutions adopted by such Loan Parties not previously delivered to the Administrative Agent evidencing such approval or consent), and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsexists and is continuing, and (C) the financial covenants contained in Section 7.19 are satisfied on a pro forma basis after giving effect to any incremental Borrowing associated with such increase and for the most recent determination period. The applicable Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Company shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Company (x) certifying that such increase has been duly authorized and approved by all necessary corporate or other organizational action of the Loan Parties (and, if not previously delivered, attaching a copy of the relevant corporate or other organizational action of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseParties), and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.22, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay ; provided, that, with respect to any Committed Loans outstanding on Increase in Commitments the Increase Effective Date proceeds of which are intended to be and are actually used to finance one or more Permitted Acquisitions which are subject to customary “certain funds provisions”, such certifications and representations (and pay any additional amounts required pursuant the conditions to Section 3.05making the Loans to finance such Permitted Acquisition(s)) may be modified to reflect customary “certain funds provisions” as agreed to by the extent necessary to keep Administrative Agent and the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionCompany.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent (i) a certificate of the Borrower each Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible an Executive Officer of such Loan Credit Party (iA) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (Ax) the representations and warranties contained in Article V Section 6 and the other Loan Credit Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes (y) the Borrower shall have delivered to the Administrative Agent an officer’s certificate demonstrating that, upon giving effect to the increase of this the Revolving Committed Amount (assuming the full amount of such increase was drawn) on a pro forma basis, no Default or Event of Default would exist as the result of a violation of Section 2.14, the representations and warranties contained in subsections (a7.11(a) or Section 7.11(b) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (Bz) no Default existsor Event of Default exists and (ii) favorable opinions of counsel to the Credit Parties, all in form, content and scope reasonably satisfactory to the Administrative Agent. The Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.12) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall pay any fees agreed to in connection therewith and deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, in all material respects (orrespects, to the extent any such representation or warranty 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 correct, in all material respects (orrespects, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists. The Borrower shall prepay any Committed Term Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrower shall pay any additional amounts required pursuant to Section 3.05) 4.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Segments of the Term Loans ratable among the applicable Lenders with any revised Applicable Percentages Pro Rata Term A Shares or Pro Rata Term B Shares, as applicable, arising from any nonratable increase in the Commitments applicable Term Loans under this SectionSection 2.15.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (ix) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent modified by any such representation materiality or warranty is qualified as to "materiality" or "Material Adverse Effect"Effect standard, shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Company shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects and (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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The 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 Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Company shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties (1) of the Borrowers contained in Article V and the (2) of each Loan Party contained in each other Loan Documents Document or in any document furnished at any time under or in connection herewith or therewith, are (x) in the case of representations and warranties that are qualified as to materiality, true and correct, and (y) in the case of representations and warranties that are not qualified as to materiality, true and correct in all material respects (orrespects, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) each case on and as of the date of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all material respects) , as the case may be, as of such earlier date, and except ; provided that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.09 shall be deemed to refer to the most recent statements Financial Statements furnished pursuant to subsections (a) and (b), respectively, ) of Section 6.01, and (B) no Default exists. The 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 Commitments under this Section.

Conditions to Effectiveness of Increase. (i) As a condition precedent to such increaseeach Incremental Increase, each Loan Party the Company shall (x) deliver to the Administrative Agent a certificate of the Borrower Company, dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party the Company and (iA) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such increase, Incremental Increase and (iiB) in the case of the Borrower, certifying that, that (1) both before and immediately after giving effect to such increaseIncremental Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (A2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date the Company shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof) with each of the financial covenants contained in Section 7.04 and (3) the representations and warranties of the Company contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to the extent any such representation representations and warranties modified by a materiality or warranty is qualified as to "materiality" or "Material Adverse Effect"Effect standard, shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to the extent any such representation representations and warranties modified by a materiality or warranty is qualified as to "materiality" or "Material Adverse Effect"Effect standard, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14clause (i)(B)(3), the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively; provided that if such Incremental Increase is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements were satisfied in accordance with Section 1.07 and (y)(A) upon the reasonable request of Section 6.01any Lender made at least five days prior to the date of such extension, the Company shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least two days prior to the Increase Effective Date and (B) no Default existsat least five days prior to the date of such extension, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Company shall deliver a Beneficial Ownership Certification. The Borrower In addition, as a condition precedent to each Incremental Increase, the Company shall prepay any Committed Loans outstanding deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions of the type delivered on the Increase Effective Closing Date as are reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent (and pay any additional amounts required pursuant to Section 3.05) to it being agreed that the extent necessary to keep forms delivered on the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionClosing Date are satisfactory).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Company shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the each Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 that (1) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects, (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date (orexcept that if a qualifier relating to materiality, to the extent any Material Adverse Effect or a similar concept applies, such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) respects as of such earlier date, ) and except that (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections clause (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower Borrowers shall prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching (A) the resolutions adopted by such Loan Party the Borrower approving or consenting to such increaseincrease and (B) an update to Schedule 5.13 setting forth a complete and accurate list of all Subsidiaries, Joint Ventures and Unconsolidated Affiliates of the Borrower and all Sponsored REITS of the Borrower, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents of this Agreement are true and correct in all material respects (or, to the extent any such representation or warranty 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 (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and (2) except that for purposes of this Section 2.142.16, (x) the representations and warranties contained in subsections (a), (b) and (bc) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01; and (y) the representations and warranties contained in Section 5.13 shall be deemed to refer to the most recent update to Schedule 5.13 furnished pursuant to clause (B) of this paragraph 2.16(e) and shall be true and correct in all material respects as of the effective date of such update, (z) the representations and warranties contained in the first and second sentences of Section 5.21 shall be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and shall be true and correct in all material respects as of the effective date of such update, and (B) no Default or Event of Default exists. 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 of the Lenders shall be recalculated concurrently with the effectiveness of any nonratable increase in the Commitments under Aggregate pursuant to this SectionSection 2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.06 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsexists or would occur as a result of such increase; provided that this Section 2.14(e) shall be satisfied so long as any underlying fact, matter, event or set of circumstances, individually or in the aggregate, about which any representation or warranty is false, inaccurate, misleading or incomplete as of the Increase Effective Date could not reasonably be expected to result in a Material Adverse Effect. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "“materiality" ” or "“Material Adverse Effect"”, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Company shall deliver to the Administrative Agent a certificate of the Borrower of, on or behalf of, each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (orexcept, if a qualifier relating to the extent any materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is qualified as shall be required 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 (orexcept, if a qualifier relating to the extent any materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is qualified as shall be required 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 2.142.15, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As xx.Xx a condition precedent to such increaseeach Incremental Increase, each Loan Party the Company shall (x) deliver to the Administrative Agent a certificate of the Borrower Company, dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party the Company and (iA) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such increase, Incremental Increase and (iiB) in the case of the Borrower, certifying that, that (1) both before and immediately after giving effect to such increaseIncremental Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (A2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date the Company shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof) with each of the financial covenants contained in Section 7.04 and (3) the representations and warranties of the Company contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to the extent any such representation representations and warranties modified by a materiality or warranty is qualified as to "materiality" or "Material Adverse Effect"Effect standard, shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to the extent any such representation representations and warranties modified by a materiality or warranty is qualified as to "materiality" or "Material Adverse Effect"Effect standard, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14clause (i)(B)(3), the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively; provided that if such Incremental Increase is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements were satisfied in accordance with Section 1.07 and (y)(A) upon the reasonable request of Section 6.01any Lender made at least five days prior to the date of such extension, the Company shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least two days prior to the Increase Effective Date and (B) no Default existsat least five days prior to the date of such extension, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Company shall deliver a Beneficial Ownership Certification. The Borrower In addition, as a condition precedent to each Incremental Increase, the Company shall prepay any Committed Loans outstanding deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions of the type delivered on the Increase Effective Closing Date as are reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent (and pay any additional amounts required pursuant to Section 3.05) to it being agreed that the extent necessary to keep forms delivered on the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionClosing Date are satisfactory).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party (x) after giving effect to such increase, Revolver Commitments shall not exceed the ABL Cap Amount (as such term is defined in the Intercreditor Agreement) and (y) the Borrower Agent shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Revolver Commitments Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Senior Officer of such Loan Party the Borrower Agent (i) certifying and attaching the resolutions (or, if applicable, consent or ratification) adopted by such Loan each Credit Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Section 9 and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Revolver 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.1.7, the representations and warranties contained in subsections (a) and (b) of Section 5.05 9.1.7 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.0110.1.2, and (B) no Default or Event of Default exists. The Borrower Borrowers shall prepay any Committed Revolver Loans outstanding on the Revolver Commitments Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.9) to the extent necessary to keep the outstanding Committed Revolver Loans ratable with any revised Applicable Percentages Pro Rata shares arising from any nonratable increase in the Revolver Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (orrespects, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall borrow Revolving Loans and prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section.Section 2.16. (f)

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower following, each dated as of the Increase Effective Date Date: (in sufficient copies for i) a certificate signed by the Secretary or an Assistant Secretary of each LenderLoan Party (or of its general partner) certifying and attaching the resolutions or other action authorizing such increase, (ii) a certificate of the Borrower signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, Borrower certifying that, before and after giving effect to such increase, (AI) the representations and warranties of the Loan Parties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (BII) no Default exists, and (III) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (iii) an opinion of counsel as to the due partnership authorization of the increase, substantially in the form delivered on the Closing Date. 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 Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent (i) a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such matters as may be reasonably requested by the Administrative Agent in connection with such increase and (ii) a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) in the case of the Borrower, certifying, as of such date, giving effect to amounts drawn or to be drawn under the Facility (as increased pursuant to this Section 2.13) as of such date, pro forma compliance with the financial covenants contained in Section 7.11 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b), and (iiC) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct in all material respects (orexcept with respect to representations and warranties which are expressly qualified by materiality, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", which shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (orexcept with respect to representations and warranties which are expressly qualified by materiality, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.such

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Company shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, except to the extent that any representation and warranty is already qualified by materiality, in which case, such representation or and warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respectsas written as of such date) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (or, except to the extent that any representation and warranty is already qualified by materiality, in which case, such representation or and warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as written as of such earlier date), and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.07 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The 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 Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall pay any fees agreed to in connection therewith and deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, in all material respects (orrespects, to the extent any such representation or warranty 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 correct, in all material respects (orrespects, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. 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 Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying i)certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in ii)in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the A)the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any unless such representation or warranty is already qualified as to "materiality" by materiality or "Material Adverse Effect", in which case it shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any unless such representation or warranty is already qualified as to "materiality" by materiality or "Material Adverse Effect", in which case it shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.017.01, and (B) no B)no Default exists. 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 Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection or any addition of a new Lender.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (orrespects, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they are shall remain true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this SectionSection 2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (oror with respect to representations and warranties qualified by materiality, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (oror with respect to representations and warranties qualified by materiality, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower additional Term Loans shall prepay any Committed Loans outstanding on be made by the Increase Effective Date (and pay any additional amounts required Term Lenders participating therein pursuant to the procedures set forth in Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (Ax) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (By) no Default exists. The , and (z) the Borrower shall prepay any Committed Loans outstanding have complied with the (1) covenant set forth in Section 7.11(a) on a Pro Forma Basis and (2) covenant contained in Section 7.11(b) on a pro forma basis, and, in each case, attaching such supporting documentation and financial information as requested by the Increase Effective Date Administrative Agent and (and pay any additional amounts required pursuant ii) commitments from Term Lenders or Eligible Assignees shall have been received in an amount no less than the amount of such requested increase. So long as the Borrower shall have complied with all other conditions contained in this Section 2.17, the Lenders hereby consent, without the need for further or subsequent consent but subject to Section 3.05) 2.17(b), to an amendment to this agreement to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable evidence and document an increase in the Commitments under this SectionTerm Loans so long as any terms applicable to any such increase are on the same terms as the existing Term Loans; provided that as of the Term Increase Effective Date, the amortization schedule for the Term Loans set forth in Section 2.07(a) shall be amended to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. Any such amendment shall only require the consent of the Loan Parties and the Administrative Agent and the Lenders or lenders participating in such increase. Each Loan Party shall acknowledge and agree that the Obligations of such Loan Party extend to and include the Obligations after giving effect to such increase. The Administrative Agent shall have received such other assurances, certificates, documents or opinions as the Administrative Agent reasonably may require, including such assurances, certificates, documents or opinions as may be required to evidence such increase, the validity and enforceability of the Obligations and the validity, perfection and first priority Lien securing the Obligations after giving effect to such increase. The additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party (i) the Company shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease to the extent required under such Loan Party’s Organization Documents, and (iiy) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to in the extent case of any such representation or and warranty that is qualified as to "by materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier datedate or period, in which case they are were true and correct in all material respects (or, to in the extent case of Section 5.14(b) or any such representation or and warranty that is qualified as to "by materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier datedate or for the respective period, as applicable, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsexists or would result therefrom, (ii) (x) upon the reasonable request of any Lender participating in such increase made at least ten (10) days prior to the Increase Effective Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Increase Effective Date and (y) at least five (5) days prior to the Increase Effective Date, if any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Company shall have delivered, to each Lender participating in such increase that so requests, a Beneficial Ownership Certification in relation to such Loan Party and (iii) to the extent that the increase of the Commitments shall take the form of ​ a new term loan tranche, this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent and the Company. The 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 Commitments Total Credit Exposure of any Lender under this SectionSection 2.15, and each Loan Party shall execute and deliver such documents or instruments as the Administrative Agent may require to evidence such increase in the Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents, and shall pay such fees as may be due pursuant to the terms of the Fee Letters.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.06 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default existsexists or would occur as a result of such increase; provided that this Section 2.14(e) shall be satisfied so long as any underlying fact, matter, event or set of circumstances, individually or in the aggregate, about which any representation or warranty is false, inaccurate, misleading or incomplete as of the Increase Effective Date could not reasonably be expected to result in a Material Adverse Effect. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (orexcept, if a qualifier relating to the extent any materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) ), on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrower shall either prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseany increase of the Revolving Credit Loan Commitment under this Section 2.08, each Loan Party the Borrower shall deliver to the Administrative Agent Bank a certificate of the Borrower dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer the president or chief financial officer of such Loan Party the Borrower (i1) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (Aa) the representations and warranties contained in Article V this Agreement and the other Loan Documents are are, (i) with respect to representations and warranties that contain a materiality qualification, true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they are shall be true and correct in all material respects as of such earlier date, and (orii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the Revolving Increase Effective Date, except to the extent any that such representation or warranty is qualified as representations and warranties specifically refer to "materiality" or "Material Adverse Effect"an earlier date, in which case, they shall be true and correct in all respects) material respects as of such earlier datedate and, and in each case, except that for purposes of this Section 2.142.08, the representations and warranties contained in subsections Section 4.0l (aH) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) thereto and (b), respectively, of Section 6.01, and (B) no Default Event of Defaults exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower with respect to each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such increase, and (ii) in certifying that (A) on the case of the Borrower, certifying thatIncrease Effective Date, before and after giving pro forma effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent respects; provided that any such representation or warranty that is qualified as to "“materiality" or "”, “Material Adverse Effect", ” or similar language shall be true and correct in all respects) respects on and as of the Increase Effective Date, such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (or, provided that such materiality qualifier shall not be applicable to the extent any such representation or warranty that already is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct modified by materiality in all respectsthe text thereof) as of such earlier date, (B) since the later of the date of the Audited Financial Statements and except that for purposes the date of this the most recent financial statements delivered pursuant to Section 2.14, the representations and warranties contained in subsections (a6.12(b) and (bc), no event, circumstance or development shall have occurred that has had or could reasonably be expected to have a Material Adverse Effect, (C) on the Increase Effective Date, before and after giving pro forma effect to such increase, no Default or Event of Default exists or would exist after giving effect to such increase, (D) on the Increase Effective Date, before and after giving pro forma effect to such increase, the Borrower shall be in pro forma compliance with all financial covenants set forth in Section 6.13 as if the increase had occurred on the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.12(b) or (c), (E) such increase shall benefit ratably from the Guaranty (if in effect on the Increase Effective Date, subject to the terms of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a10.08) and (b), respectively, of Section 6.01F) such increase shall be subject to the same terms and conditions as the existing Revolving Commitments and be deemed added to, and (B) no Default existsmade a part of, such Revolving Commitments. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Percentage arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (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. The Borrower shall prepay any Committed Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrowers shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The 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 Revolver Commitments, WC Interim Commitments and/or WC Commitments, as applicable, under this Section.. 101

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents that are qualified by materiality shall be true and correct on and as of the Increase Effective Date, and the representations and warranties contained in Article V and the other Loan Documents that are not qualified by materiality shall be true and correct in all material respects (or, to the extent any such representation or warranty 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 (orcorrect, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all material respects) , as the case may be, as of such earlier date, date and except that for purposes of this Section 2.14, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clause (a) and (b), respectively, of Section 6.01, and (B) immediately prior to and immediately after giving effect to such increase, no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, each Loan Party Borrower shall (i) pay to Administrative Agent any fees payable pursuant to the Fee Letters, and (ii) deliver to the Administrative Agent a certificate of the Borrower each Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (ix) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Credit Documents are true and correct in all material respects (or, to the extent without duplication of any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respectsmateriality 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 (or, to the extent without duplication of any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respectsmateriality qualifiers set forth therein) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower shall deliver to Administrative Agent (i) a certificate of each Loan Party shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists, and (C) a Borrowing Base Report and (ii) a favorable opinion of outside counsel to the Loan Parties as to no conflict with or violation of any material debt document, in form and substance substantially similar in scope to the opinions delivered by Xxxxxx & Xxxxxxx, LLP on November 22, 2010 and on January 11, 2011 and as acceptable to Administrative Agent. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Company shall deliver to the Administrative Agent a certificate of the Borrower of, or on behalf of, each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (orexcept, if a qualifier relating to the extent any materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is qualified as shall be required 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 (orexcept, if a qualifier relating to the extent any materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is qualified as shall be required 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 2.142.15, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Company shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Company (x) certifying that such increase has been duly authorized and approved by all necessary corporate or other organizational action of the Loan Parties (and, if not previously delivered, attaching a copy of the relevant corporate or other organizational action of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseParties), and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 89 such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.22, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay ; provided, that, with respect to any Committed Loans outstanding on Increase in Commitments the Increase Effective Date proceeds of which are intended to be and are actually used to finance one or more Permitted Acquisitions which are subject to customary “certain funds provisions”, such certifications and representations (and pay any additional amounts required pursuant the conditions to Section 3.05making the Loans to finance such Permitted Acquisition(s)) may be modified to reflect customary “certain funds provisions” as agreed to by the extent necessary to keep Administrative Agent and the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionCompany.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer 57 of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease and any other corporate documents deemed reasonably necessary by the Administrative Agent, and (ii) in the case of the Borrower, certifying that, before and immediately after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date (or, to the extent unless any such representation or warranty is qualified as to "by materiality" , in which event such representation or "Material Adverse Effect", shall be warranty is true and correct in all respects) on and as of the Increase Effective Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date (or, to the extent unless any such representation or warranty is qualified as to "by materiality" , in which event such representation or "Material Adverse Effect", shall be warranty was true and correct in all respects) respects on and as of such earlier date), and except that for purposes of this Section 2.142.12, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The exists and (C) the Borrower shall prepay any Committed Loans outstanding on is in pro forma covenant compliance with each of the Increase Effective Date (financial covenants set forth in Section 7.04 accompanied by reasonably detailed calculations to evidence such compliance in form and pay any additional amounts required pursuant to Section 3.05) substance substantially similar to the extent necessary to keep calculations contemplated by the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionCompliance Certificate.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "“materiality" ” or "“Material Adverse Effect"”, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease or new Commitments under this clause (a), each Loan Party the Borrowers shall deliver to the Administrative Agent a certificate of the Borrower 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 (i) certifying and attaching the resolutions adopted by such Loan Party each Borrower approving or consenting to such increase, and (ii) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, to the knowledge of Borrowers (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (orcorrect, to the extent any such representation or warranty 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 case, to the knowledge of the Borrowers, they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section. Notwithstanding any provisions of this Agreement to the contrary, the Borrowers may borrow from the Lenders providing such increase in the Revolving Commitments (on a non pro rata basis with Lenders not providing such increase) in order to fund such prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increasethe effectiveness of any Revolving Commitment Increase Amendment, each Loan Party the Company shall deliver to the Administrative Agent (1) a certificate of the Borrower a Responsible Officer of each Loan Party, dated as of the Revolving Commitment Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Date, (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease and certifying that such resolutions are true and correct and in full force and effect as of such date, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents are (i) with respect to representations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Revolving Commitment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they such representations and warranties are (i) with respect to representations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, true and correct in all material respects (orrespects, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect"in each case, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.17, after financial statements have been delivered pursuant to Section 7.01(a) or (b), the representations and warranties contained in subsections (a), (b) and (bj) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists. The Borrower shall prepay or Event of Default exists or would result from the incurrence of such Additional Revolving Commitments or Additional Revolving Loans, (2) a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increased Commitments, the incurrence of Indebtedness related thereto (to the extent of any Committed Loans outstanding on borrowing as of the Revolving Commitment Increase Effective Date (Date) and pay any additional amounts required Permitted Acquisition, repayment of Indebtedness or other Specified Transaction consummated in connection therewith, in each case on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the end of the period of four fiscal quarters most recently ended for which the Company has either delivered financial statements pursuant to Section 3.057.01(a) or (b) or with respect to fiscal periods ending prior to the extent necessary to keep Closing Date, for which the outstanding Committed Loans ratable Company has filed financial statements with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionSEC and (3) such legal opinions, officers’ certificates and/or reaffirmation agreements reasonably requested by the Administrative Agent.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. If required by any Lender increasing its Commitment or any new Lender, the Borrower shall also deliver a favorable opinion or opinions of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the such Lenders may reasonably request. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Company shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, except to the extent that any representation and warranty is already qualified by materiality, in which case, such representation or and warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respectsas written as of such date) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (or, except to the extent that any representation and warranty is already qualified by materiality, in which case, such representation or and warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as written as of such earlier date), and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.07 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any unless such representation or warranty is already qualified as to "materiality" by materiality or "Material Adverse Effect", in which case it shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any unless such representation or warranty is already qualified as to "materiality" by materiality or "Material Adverse Effect", in which case it shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists. 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 Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection or any addition of a new Lender.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Term B Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Term B Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, SECTION 2.14 the representations and warranties contained in subsections SECTIONS 5.05(A)(I) AND (aII) and (bthe first sentence of SECTION 5.05(B) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSECTIONS 6.01(A) and (bB), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Term B Loans outstanding on the Term B Increase Effective Date (and pay any additional amounts required pursuant to Section SECTION 3.05) to the extent necessary to keep the outstanding Committed Term B Loans ratable with any revised Applicable Percentages in respect of the Term B Facility arising from any nonratable increase in the Term B Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower Agent shall deliver to the Administrative Agent a certificate of the each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the BorrowerBorrower Agent, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists. The Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrowers shall pay any additional amounts required pursuant to Section 3.05) 4.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Loans ratable among the applicable Lenders with any revised Applicable Percentages Pro Rata Shares, as applicable, arising from any nonratable increase in the Commitments applicable Revolving Loans under this SectionSection 2.15.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (a) each Loan Party Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer the principal financial or accounting officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V 7 of this Credit Agreement and those contained in the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14(B) in addition to being true with respect to the financial statements referred to in §7.4, the representations and warranties contained in subsections (a) and (b) of Section 5.05 §7.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01§8.4, and certifying that such representations and warranties, as applied to such most recently furnished financial statements, are true and correct, (C) the requested increase in the Total Commitments would not breach the terms of or constitute a default under any document evidencing or securing any Indebtedness or contract to which any Borrower is a party, and (BD) no Default existsor Event of Default exists or would result therefrom and (b) the Borrowers shall have delivered a new Revolving Credit Note to each Lender participating in such increase reflecting the amount of such Lender’s revised Commitment against delivery by such Lender of its existing Revolving Credit Note (such existing Revolving Credit Note to be immediately canceled by the Borrowers upon receipt thereof). The Borrower Borrowers shall prepay any Committed 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 Committed Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall pay any fees payable under the Fee Letter and deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, in all material respects (orrespects, to the extent any such representation or warranty 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 correct, in all material respects (orrespects, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseany increase of the Revolving Credit Loan Commitment under this Section 2.08, each Loan Party the Borrower shall deliver to the Administrative Agent Bank a certificate of the Borrower dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer the president or chief financial officer of such Loan Party the Borrower (i1) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (Aa) the representations and warranties contained in Article V this Agreement and the other Loan Documents are are, (i) with respect to representations and warranties that contain a materiality qualification, true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as 4836-5989-2149.7 of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they are shall be true and correct in all material respects as of such earlier date, and (orii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the Revolving Increase Effective Date, except to the extent any that such representation or warranty is qualified as representations and warranties specifically refer to "materiality" or "Material Adverse Effect"an earlier date, in which case, they shall be true and correct in all respects) material respects as of such earlier datedate and, and in each case, except that for purposes of this Section 2.142.08, the representations and warranties contained in subsections (aSection 4.01(H) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) thereto and (b), respectively, of Section 6.01, and (B) no Default Event of Defaults exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Term A Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent if any such representation or warranty is by its terms qualified as to "by concepts of materiality" , such representation or "Material Adverse Effect", shall be warranty is true and correct in all respects) on and as of the Term A Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent if any such representation or warranty is by its terms qualified as to "by concepts of materiality" , such representation or "Material Adverse Effect", shall be warranty is true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower additional Term A Loans shall prepay any Committed Loans outstanding on be made by the Increase Effective Date (and pay any additional amounts required Term A Lenders participating therein pursuant to the procedures set forth in Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party (i) the Company shall deliver to the Administrative Agent a certificate of the Borrower with respect to 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 the Company (ix) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (orprovided, that such materiality qualifier shall not be applicable to the extent any such representation or 118711003_9 warranty that already is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct modified by materiality in all respectsthe text thereof) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (orprovided, that such materiality qualifier shall not be applicable to the extent any such representation or warranty that already is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct modified by materiality in all respectsthe text thereof) as of such earlier date, and except provided, however, that for purposes of this Section 2.14these purposes, the representations reference to Closing Date in the representation and warranties contained warranty in subsections (aSection 5.06(b) and (b) of Section 5.05 shall be deemed to refer be a reference to the most recent statements furnished pursuant to subsections (a) and (b)Increase Effective Date, respectively, of Section 6.01, and (B) no Default existsor Event of Default exists or would exist after giving effect to such increase and (C) immediately after giving effect to such increase, as of the Increase Effective Date the Company shall be in pro forma compliance (after giving effect to the incurrence of such increase and the use of proceeds thereof) with each of the financial covenants contained in Section 7.06; provided that if such increase is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements were satisfied in accordance with Section 1.12, and (ii) (x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Increase Effective Date, the Company shall have provided to such Lender, and such Revolving Credit Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Increase Effective Date and (y) at least 2 days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. The Borrower Company 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 Percentage arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the Borrower, certifying that, before and after giving effect to such increase, (AA)(1) the representations and warranties contained in Sections 5.01(a), 5.02, 5.03, 5.04, 5.14 and 5.21 are true and correct, and (2) all other representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to in the extent case of any such representation other representation, warranty, certification or warranty is statement of fact qualified as to "by materiality" or ", Material Adverse Effect"Effect or any similar concept, shall be true and correct incorrect or misleading in all respects) any respect), in each case on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease under this Section 2.15, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Accordion Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease under this Section 2.15, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Accordion Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrower shall prepay any Committed Loans outstanding on the Accordion Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Increase Effective Date (in sufficient copies for each Term Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date (or, to the extent provided that any such representation or warranty that is qualified as to "“materiality" or "”, “Material Adverse Effect", ” or similar language shall be true and correct in all respects) on and as of the Increase Effective Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (or, to the extent provided that any such representation or warranty that is qualified as to "“materiality" or "”, “Material Adverse Effect", ” or similar language shall be true and correct in all respects) respects as of such earlier date), and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections Sections 5.05(a), (ab), (c) and (bd) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections Sections 6.01(a)(i), (aa)(ii), (b)(i) and (bb)(ii), respectively, of Section 6.01, and (B) no Default exists. The Borrower additional Term Loans shall prepay any Committed Loans outstanding on be made by the Increase Effective Date (and pay any additional amounts required Term Lenders participating therein pursuant to the procedures set forth in Section 3.05) to 2.02 and otherwise upon the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectionterms and conditions set forth herein.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (iA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B2) no Default existsexists and (ii) the Borrower, the Lenders and any such additional Eligible Assignees shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such increase. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease but subject to Section 1.10 hereof, each Loan Party the Borrowers shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, except to the extent any such representation or warranty is qualified as already subject to "materiality" a materiality qualifier, in which case such representation or "Material Adverse Effect", warranty shall be true and correct in all respects) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically - 65 - 885707.04-LACSR02A - MSW NAI-1535672020v11535672020v8 refer to an earlier date, in which case they are true and correct in all material respects (or, except to the extent any such representation or warranty is qualified as already subject to "materiality" a materiality qualifier, in which case such representation or "Material Adverse Effect", warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Event of Default existsshall exist immediately before or immediately after giving effect to such increase. The Borrower shall prepay In connection with the closing of any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments Aggregate Commitments, the outstanding Revolving Credit Loans and participations in Letters of Credit and Swing Line Loans shall be reallocated by causing such fundings and repayments among the Lenders of Revolving Credit Loans as necessary such that, after giving effect to such increase in the Aggregate Commitments, each Lender will hold Revolving Credit Loans and participations in Letters of Credit and Swing Line Loans based on its Applicable Percentage (after giving effect to such increase in the Aggregate Commitments); provided that (i) such reallocations and repayments shall not be subject to any processing and/or recordation fees and (ii) the Borrowers shall be responsible for any costs arising under this SectionSection 3.05 resulting from such reallocation and repayments.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and each Guarantor dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Credit Party (iA) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) the representations and warranties contained in Article V IV of this Agreement and the other Loan Credit Documents are true and correct in all material respects (or, to the extent any such representation or warranty 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 (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes (2) no Default or Event of Default exists, (ii) the Borrower and the Lenders shall otherwise have executed and delivered such other instruments and documents as the Agent shall have reasonably requested in connection with such increase, including without limitation, an amendment to this Section 2.14Agreement and new Term Notes reflecting such increased commitment, the representations and warranties contained in subsections (a) and (biii) the Borrower shall pay to the Agent (for distribution to each Lender based upon its Pro Rata Share thereof) a non-refundable commitment increase fee in an amount equal to (A) the sum of Section 5.05 the increase in the Term Loan Commitment as of the Increase Effective Date, times (B) a rate equal to 2.0% per annum, which fee shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) fully earned and (b), respectively, of Section 6.01, due and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding payable on the Increase Effective Date (and pay in addition to any additional amounts required pursuant other fee from time to Section 3.05) to time payable under the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionCredit Documents.

Conditions to Effectiveness of Increase. (1) As a condition precedent to such increase, each Loan Party the Parent and the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such the Parent or the Borrower (on behalf of each Loan Party Party) (i) certifying and attaching the resolutions adopted by such Parent and the Borrower (on behalf of each Loan Party Party) approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct in all material respects (orexcept in the case of a representation or warranty qualified by materiality or Material Adverse Effect, to the extent any in which case such representation or warranty 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 (orexcept in the case of a representation or warranty qualified by materiality or Material Adverse Effect, to the extent any in which case such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.06, the representations and warranties contained in subsections (aSection 6.05(b) and (b) of Section 5.05 shall be deemed to refer to the most most-recent statements furnished pursuant to subsections (a) and (bSection 7.01(b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Commitments under this Section.Section 2.06(b)(iii);