Common use of Conditions to Effectiveness of Incremental Increase Clause in Contracts

Conditions to Effectiveness of Incremental Increase. Any Incremental Increase shall become effective as of such Increase Effective Date and shall be subject to the following conditions precedent: (i) the applicable Incremental Amendment in form and substance reasonably acceptable to the Company, the Administrative Agent and the applicable Incremental Lenders shall have been delivered to the Administrative Agent; (ii) all of the representations and warranties of each Borrower contained in Article V and of each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of such Increase Effective Date, except that (A) 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, (B) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects as of such earlier date) and (C) for purposes of this Section 2.15, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (iii) no Default shall exist on such Increase Effective Date immediately prior to or after giving effect to such Incremental Increase or from the application of the proceeds thereof and, after giving effect to the incurrence of such additional Indebtedness and any transaction to be consummated using the proceeds of such additional Indebtedness and assuming that all commitments in respect of any proposed Incremental Increase are fully drawn at such time, the Company and its Subsidiaries shall be in compliance, calculated on a pro forma basis pursuant to Section 1.10, with the covenants set forth in Section 7.11; (iv) unless waived by the Incremental Lenders party to such Incremental Amendment, a certificate of each Loan Party signed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by the board of directors or other equivalent governing body of such Loan Party approving or consenting to the Incremental Amendment and the Incremental Increase provided thereby, and in the case of each Borrower, certifying as to the satisfaction of the conditions set forth in clauses (ii) and (iii) this Section 2.15(f), which shall be in form and substance reasonably satisfactory to the Administrative Agent; (v) to the extent requested by the Administrative Agent, a favorable opinion of counsel for the Loan Parties, addressed to the Administrative Agent and the Lenders (including the Incremental Lenders) and in form and substance reasonably satisfactory to the Administrative Agent; and (vi) in the case of any Incremental Revolving Facility Increase, the Borrowers shall have prepaid any Revolving Loans outstanding on the Increase Effective Date (and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in Revolving Commitments by the Revolving Lenders under this Section (it being understood that the Borrowers may use advances from the Lenders having new or increased commitments for such prepayment).

Conditions to Effectiveness of Incremental Increase. Any Incremental Increase shall become effective as of such Increase Effective Date and shall be subject to the following conditions precedent, which, in the case of an Incremental Term Loan incurred solely to finance a substantially concurrent Limited Condition Transaction, shall be subject to Section 1.13: (i) the applicable Incremental Amendment in form and substance reasonably acceptable to the Company, the Administrative Agent and the applicable Incremental Lenders shall have been delivered to the Administrative Agent; (ii) all of the representations and warranties of each Borrower contained in Article V and of each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of such Increase Effective Date, except that (A) 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, (B) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects as of such earlier date) and (C) for purposes of this Section 2.15, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (iii) no Default shall exist on such Increase Effective Date immediately prior to or after giving effect to such Incremental Increase or from the application of the proceeds thereof and, after giving effect to the incurrence of such additional Indebtedness and any transaction to be consummated using the proceeds of such additional Indebtedness and assuming that all commitments in respect of any proposed Incremental Increase are fully drawn at such time, the Company and its Restricted Subsidiaries shall be in compliance, calculated on a pro forma basis Pro Forma Basis pursuant to Section 1.10, with the covenants set forth in Section 7.11; (iv) unless waived to the extent requested by the applicable Incremental Lenders party to such Incremental AmendmentLenders, a certificate of each Loan Party signed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by the board of directors or other equivalent governing body of such Loan Party approving or consenting to the Incremental Amendment and the Incremental Increase provided thereby, and in the case of each Borrower, certifying as to the satisfaction of the conditions set forth in clauses (ii) and (iii) this Section 2.15(f), which shall be in form and substance reasonably satisfactory to the Administrative Agent; (v) to the extent requested by the Administrative Agentapplicable Incremental Lenders, a favorable opinion of counsel for the Loan Parties, addressed to the Administrative Agent and the Lenders (including the Incremental Lenders) and in form and substance reasonably satisfactory to the Administrative Agent; andand 119889268 (vi) in the case of any Incremental Revolving Committed (USD) Facility Increase, the Borrowers shall have prepaid any Revolving Committed (USD) Loans outstanding on the Increase Effective Date (and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Committed (USD) Loans ratable with any revised Applicable Revolving (USD) Percentages arising from any nonratable increase in Revolving the USD Commitments by the Revolving Lenders under this Section 2.15 (it being understood that the Borrowers may use advances from the Lenders having new or increased commitments for such prepayment).

Conditions to Effectiveness of Incremental Increase. Any As a condition precedent to each Incremental Increase Increase, the Company shall become effective deliver to the Administrative Agent a certificate of each Borrower (or, in the case of an Incremental Term Loan in which the UK Borrower is not a borrower, the Company) dated as of such the Increase Effective Date and shall be subject to (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (or, in the following conditions precedent:case of an Incremental Term Loan in which the UK Borrower is not a borrower, the Company) (i) certifying and attaching the applicable resolutions adopted by such Borrower (or, in the case of an Incremental Amendment Term Loan in form and substance reasonably acceptable to which the UK Borrower is not a borrower, the Company) approving or consenting to such increase, the Administrative Agent and the applicable Incremental Lenders shall have been delivered to the Administrative Agent; (ii) all of certifying that, before and after giving effect to such increase, (A) the representations and warranties of each Borrower contained in Article V Section 5 and of each Loan Party contained in each the other Loan Document shall be Credit Documents are true and correct in all material respects on and as of such the Increase Effective Date, except that that: (A1) if a qualifier relating to materiality, materiality or Material Adverse Effect or a similar concept applies, then such representation or warranty shall be true and correct in all respects, (B2) to the extent that if any such representations and warranties representation or warranty specifically refer refers to an earlier date, in which case they then such representation or warranty shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, materiality or Material Adverse Effect or a similar concept applies, then such representation or warranty shall be true and correct in all respects as of such earlier date) and (C3) for purposes of this Section 2.152.14, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 5.9 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aa)(i) and (bii), respectively, of Section 6.01; 6.6, (iiiB) no Default shall exist on such Increase Effective Date immediately prior to exists or after giving effect to will result from such Incremental Increase or from the application of the proceeds thereof and, after giving effect to the incurrence of such additional Indebtedness and any transaction to be consummated using the proceeds of such additional Indebtedness and assuming that all commitments in respect of any proposed Incremental Increase are fully drawn at such time, the Company and its Subsidiaries shall be in compliance, calculated on a pro forma basis pursuant to Section 1.10, with the covenants set forth in Section 7.11; (iv) unless waived by the Incremental Lenders party to such Incremental Amendment, a certificate of each Loan Party signed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by the board of directors or other equivalent governing body of such Loan Party approving or consenting to the Incremental Amendment and the Incremental Increase provided thereby, and in the case of each Borrower, certifying as to the satisfaction of the conditions set forth in clauses (ii) and (iii) this Section 2.15(f), which shall be in form and substance reasonably satisfactory to the Administrative Agent; (v) to the extent requested by the Administrative Agent, a favorable opinion of counsel for the Loan Parties, addressed to the Administrative Agent and the Lenders (including the Incremental Lenders) and in form and substance reasonably satisfactory to the Administrative Agent; and (viC) in the case of any Incremental Revolving Facility IncreaseTerm Loan Commitments, at the time of incurrence thereof and after giving effect thereto on a pro forma basis and to the application of the proceeds thereof, no Default would, on a pro forma basis, exist under Section 6.16 if such Incremental Term Loan Commitments had been fully drawn on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.6(a)(i) or (a)(ii), as the case may be. The Borrowers shall have prepaid prepay (nonratably, to the extent necessary) any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Commitment Percentages in respect of the Revolving Percentages Credit Facility arising from any nonratable increase in Revolving Commitments by the Revolving Lenders Credit Commitments under this Section (it being understood that the Borrowers may use advances from the Lenders having new or increased commitments for such prepayment)Section.

Conditions to Effectiveness of Incremental Increase. Any Subject to the terms of Section 1.07, any Incremental Increase shall become effective as of such Increase Effective Date and shall be subject to the following conditions precedentDate; provided that: (i) the applicable Incremental Amendment in form and substance reasonably acceptable to the Company, the Administrative Agent and the applicable Incremental Lenders shall have been delivered to the Administrative Agent; (ii) all of the representations and warranties of each Borrower contained in Article V and of each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of such Increase Effective Date, except that (A) 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, (B) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects as of such earlier date) and (C) for purposes of this Section 2.15, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (iii) no Default shall exist on such Increase Effective Date immediately prior to or after giving effect to such Incremental Increase or the making of any Credit Event on the Increase Effective Date pursuant thereto; (B) all of the representations and warranties set forth in Article IV shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such Increase Effective Date, or if such representation speaks as of an earlier date, as of such earlier date; (C) the Administrative Agent shall have received from the application of the proceeds thereof and, after giving effect to the incurrence of such additional Indebtedness and any transaction to be consummated using the proceeds of such additional Indebtedness and assuming that all commitments in respect of any proposed Incremental Increase are fully drawn at such time, the Company and its Subsidiaries shall be in compliance, calculated on a evidence demonstrating pro forma basis pursuant to Section 1.10, compliance with the financial covenants set forth in Section 7.11; (iv) unless waived by 7.09 based on the Incremental Lenders party most recent fiscal quarter end for which financial statements have been provided pursuant to Section 6.01 after giving effect to such Incremental AmendmentIncrease (assuming that the entire applicable Incremental Term Loan and any Revolving Credit Commitment Increase to become effective on such Increase Effective Date are fully funded on such Increase Effective Date) and the use of proceeds thereof (including any Acquisition or prepayment of Indebtedness); and (D) the Administrative Agent shall have received from the Company, any customary legal opinions or other documents (including, without limitation, a certificate of each Loan Party signed by a Responsible Officer of such Loan Party certifying and attaching the resolutions resolution duly adopted by the board of directors (or other equivalent governing body of such Loan Party approving or consenting to the Incremental Amendment and the Incremental Increase provided thereby, and in the case body) of each Borrower, certifying as to the satisfaction of the conditions set forth in clauses (iiObligors authorizing such Incremental Increase) and (iii) this Section 2.15(f), which shall be in form and substance reasonably satisfactory to the Administrative Agent; (v) to the extent requested by the Administrative Agent, a favorable opinion of counsel for the Loan Parties, addressed to the Administrative Agent and the Lenders (including the Incremental Lenders) and in form and substance reasonably satisfactory to the Administrative Agent; and (vi) in the case of any Incremental Revolving Facility Increase, the Borrowers shall have prepaid any Revolving Loans outstanding on the Increase Effective Date (and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable connection with any revised Applicable Revolving Percentages arising from any nonratable increase in Revolving Commitments by the Revolving Lenders under this Section (it being understood that the Borrowers may use advances from the Lenders having new or increased commitments for such prepayment)transaction.

Conditions to Effectiveness of Incremental Increase. Any Subject to the terms of Section 1.07, any Incremental Increase shall become effective as of such Increase Effective Date and shall be subject to the following conditions precedentDate; provided that: (i) the applicable Incremental Amendment in form and substance reasonably acceptable to the Company, the Administrative Agent and the applicable Incremental Lenders shall have been delivered to the Administrative Agent; (ii) all of the representations and warranties of each Borrower contained in Article V and of each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of such Increase Effective Date, except that (A) 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, (B) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects as of such earlier date) and (C) for purposes of this Section 2.15, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (iii) no Default shall exist on such Increase Effective Date immediately prior to or after giving effect to such Incremental Increase or the making of any Credit Event on the Increase Effective Date pursuant thereto; (B) all of the representations and warranties set forth in Article IV shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such Increase Effective Date, or if such representation speaks as of an earlier date, as of such earlier date; (C) the Administrative Agent shall have received from the application of the proceeds thereof and, after giving effect to the incurrence of such additional Indebtedness and any transaction to be consummated using the proceeds of such additional Indebtedness and assuming that all commitments in respect of any proposed Incremental Increase are fully drawn at such time, the Company and its Subsidiaries shall be in compliance, calculated on a evidence demonstrating pro forma basis pursuant to Section 1.10, compliance with the financial covenants set forth in Section 7.11; (iv) unless waived by 7.09 based on the Incremental Lenders party most recent fiscal quarter end for which financial statements have been provided pursuant to Section 6.01 after giving effect to such Incremental AmendmentIncrease (assuming that the entire applicable Incremental Term Loan and any Revolving Credit Commitment Increase to become effective on such Increase Effective Date are fully funded on such Increase Effective Date) and the use of proceeds thereof (including any Acquisition or prepayment of Indebtedness); and (D) the Administrative Agent shall have received from the Company, any customary legal opinions or other documents (including, without limitation, a certificate of each Loan Party signed by a Responsible Officer of such Loan Party certifying and attaching the resolutions resolution duly adopted by the board of directors (or other equivalent governing body of such Loan Party approving or consenting to the Incremental Amendment and the Incremental Increase provided thereby, and in the case body) of each Borrower, certifying as to the satisfaction of the conditions set forth in clauses (iiObligor authorizing such Incremental Increase) and (iii) this Section 2.15(f), which shall be in form and substance reasonably satisfactory to the Administrative Agent; (v) to the extent requested by the Administrative Agent, a favorable opinion of counsel for the Loan Parties, addressed to the Administrative Agent and the Lenders (including the Incremental Lenders) and in form and substance reasonably satisfactory to the Administrative Agent; and (vi) in the case of any Incremental Revolving Facility Increase, the Borrowers shall have prepaid any Revolving Loans outstanding on the Increase Effective Date (and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable connection with any revised Applicable Revolving Percentages arising from any nonratable increase in Revolving Commitments by the Revolving Lenders under this Section (it being understood that the Borrowers may use advances from the Lenders having new or increased commitments for such prepayment)transaction.

Conditions to Effectiveness of Incremental Increase. Any As conditions precedent to such Incremental Increase Increase, (i) each Loan Party shall become effective deliver to the Lender a certificate of such Loan Party in form and substance satisfactory to the Lender, dated as of such the Increase Effective Date and shall be subject to the following conditions precedent: (i) the applicable Incremental Amendment in form and substance reasonably acceptable to the Company, the Administrative Agent and the applicable Incremental Lenders shall have been delivered to the Administrative Agent; (ii) all of the representations and warranties of each Borrower contained in Article V and of each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of such Increase Effective Date, except that (A) 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, (B) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects as of such earlier date) and (C) for purposes of this Section 2.15, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (iii) no Default shall exist on such Increase Effective Date immediately prior to or after giving effect to such Incremental Increase or from the application of the proceeds thereof and, after giving effect to the incurrence of such additional Indebtedness and any transaction to be consummated using the proceeds of such additional Indebtedness and assuming that all commitments in respect of any proposed Incremental Increase are fully drawn at such time, the Company and its Subsidiaries shall be in compliance, calculated on a pro forma basis pursuant to Section 1.10, with the covenants set forth in Section 7.11; (iv) unless waived by the Incremental Lenders party to such Incremental Amendment, a certificate of each Loan Party signed by a Responsible an Authorized Officer of such Loan Party Party, (A) certifying and attaching the resolutions adopted by the board of directors or other equivalent governing body of such Loan Party approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article 4 and the other Loan Documents are true and correct, on and as of the Increase Effective Date, and (2) both before and after giving effect to the Incremental Amendment and the Incremental Increase provided therebyIncrease, and in the case no Event of each Borrower, certifying as to the satisfaction of the conditions set forth in clauses Default or Potential Default exists; (ii) and (iii) this Section 2.15(f), which the Loan Parties shall deliver or cause to be in form and substance delivered any other customary documents as reasonably satisfactory to the Administrative Agent; (v) to the extent requested by the Administrative AgentLender in connection with any Incremental Increase, a favorable opinion including an amended and restated note evidencing the increased Revolving Credit Commitment, and if requested by the Lender, written opinions of counsel for the Loan Parties, addressed to the Administrative Agent and the Lenders (including the Incremental Lenders) and in form and substance reasonably satisfactory to the Administrative Agent; and (viiii) in if reasonably requested by the case of any Incremental Revolving Facility IncreaseLender, as security for the Obligations hereunder and under the other Loan Documents, the Borrowers Loan Parties shall have prepaid any Revolving Loans outstanding on pledge, within a reasonable time frame agreed upon by the Increase Effective Date (parties hereto, at the Loan Parties’ expense, such additional assets as Collateral as may be reasonably required by the Lender, and any additional amounts required pursuant shall cause such Collateral to Section 3.05) become subject to the extent necessary Lender’s Lien on and Prior Security Interest in such Collateral as a continuing first priority perfected Lien, subject only to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in Revolving Commitments by the Revolving Lenders under this Section (it being understood that the Borrowers may use advances from the Lenders having new or increased commitments for such prepayment)Permitted Liens.