Conditions to Effectiveness of Reallocation. As a condition precedent to any reallocation contemplated hereby, the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Reallocation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such requested reallocation, and (y) in the case of the Borrowers, 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, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Reallocation 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, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.05(b), 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. In addition, the Borrowers shall repay any Committed Loans outstanding on the Reallocation Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary (1) so that (A) the Total Revolver Outstandings do not exceed the Aggregate Revolver Commitments, (B) the Total WC Outstandings do not exceed the Aggregate WC Commitments, and (C) the Total WC Interim Outstandings do not exceed the Aggregate WC Interim Commitments, in each case after giving effect to the requested reallocation among the applicable Facilities and (2) to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable reallocation in the Revolver Commitments, WC Interim Commitments and/or WC Commitments, as applicable, under this Section 2.05(b). In addition, if, after giving effect to any reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitments or the Aggregate WC Commitments, as applicable, as a result of such reallocation the Alternative Currency Sublimit, the Revolver Letter of Credit ...
Conditions to Effectiveness of Reallocation. As a condition precedent to any such reallocation, the Company shall deliver to the Administrative Agent a certificate of each Loan Party, dated as of the Reallocation Effective Date and 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 reallocation, and (ii) in the case of the Company, certifying that, before and after giving effect to such reallocation, (A) the representations and warranties of the Loan Parties contained in the Loan Documents are true and correct on and as of the Reallocation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14 the representations and warranties contained in Sections 5.05(a) and 5.05(b) (except with respect to the representation and warranty set forth in Section 5.05(a)(iv)) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) or 6.01(b), respectively, and (B) no Default exists on the Reallocation Effective Date. Any commitment fees accrued on the amount of the Singapore Revolving Commitments to be reallocated pursuant to clause (a)(i) or the Primary Revolving Commitments to be reallocated pursuant to clause (a)(ii) to the applicable Reallocation Effective Date shall, in each case, be paid on such Reallocation Effective Date. The Revolving Borrowers shall prepay any Committed Primary Revolving Loans or Committed Singapore Revolving Loans, as applicable, outstanding on the Reallocation Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Primary Revolving Loans and Committed Singapore Revolving Loans ratable with any revised Shares arising from any reallocation under this Section.
