Common use of Conditions to Effectiveness of each Commitment Increase Clause in Contracts

Conditions to Effectiveness of each Commitment Increase. As a condition precedent to each Commitment Increase after the Effective Date, (i) the Borrowers shall deliver to the Agent a certificate of each Borrower dated as of the Increase Effective Date signed by an Authorized Officer of such Borrower (A) certifying and attaching the resolutions adopted by the board of directors (or other applicable governing body) of such Borrower approving or consenting to such Commitment Increase, and (B) certifying that, before and after giving effect to such Commitment Increase, the representations and warranties contained in Article V hereof and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent (1) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, (2) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (3) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”, (ii) the Loan Parties other than the Borrowers shall deliver an “acknowledgment and acceptance” of the Commitment Increase in form reasonably satisfactory to the Agent, (iii) if applicable, the Borrowers, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (iv) to the extent that the Commitment Increase shall take the form of a term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Agent, to include such terms as are customary for a term loan commitment, including that the term loan advances shall (A) have a maturity date no earlier than the Extended Termination Date, (B) if subject to amortization, shall have an average weighted life extending beyond the Extended Termination Date, and (C) may not be voluntarily prepaid unless contemporaneously therewith, the other Commitments are ratably permanently reduced; (iv) the Borrowers shall have paid such fees to the applicable Lead Arrangers (to the extent that such Lead Arrangers provide assistance in arranging the Commitment Increases of Additional Commitment Lenders), the Additional Commitment Lenders and the other Lenders who agree to increase their Commitments, as the Borrowers and the applicable Lead Arrangers, the Additional Commitment Lenders and the other Lenders, respectively, may agree; (v) the Borrowers shall deliver to the Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; and (vi) no Default or Event of Default shall exist or result from the Commitment Increase. The Borrowers shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 9.04(c)) and may borrow on a non-ratable basis from any Lender or Additional Commitment Lender committed to a portion of the applicable Commitment Increase, in each case to the extent necessary to keep the outstanding Advances ratable with any revised Commitment Percentage arising from any nonratable increase in the Commitments under this Section. Each of the parties hereto hereby agrees that the Agent may take any and all further action as may be reasonably necessary to ensure that all Advances in respect of Commitment Increases, when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. The Borrower agrees that Section 9.04(c) shall apply to any conversion of Eurodollar Rate Advances to Base Rate Advances reasonably required by the Agent to effect the foregoing.

Conditions to Effectiveness of each Commitment Increase. As a condition precedent to each Commitment Increase after the Effective Date, (i) the Borrowers shall deliver to the Agent a certificate of each Borrower dated as of the Increase Effective Date signed by an Authorized Officer of such Borrower (A) certifying and attaching the resolutions adopted by the board of directors (or other applicable governing body) of such Borrower approving or consenting to such Commitment Increase, and (B) certifying that, before and after giving effect to such Commitment Increase, the representations and warranties contained in Article V hereof and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent (1) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, (2) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (3) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”, (ii) the Loan Parties other than the Borrowers shall deliver an “acknowledgment and acceptance” of the Commitment Increase in form reasonably satisfactory to the Agent, (iii) if applicable, the Borrowers, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (iv) to the extent that the Commitment Increase shall take the form of a term loan tranchean Incremental Term Loan, this Agreement shall be amended, in form and substance reasonably satisfactory to the Agent, to include such terms as are customary for a term loan commitment, including that the term loan advances shall (A) have a maturity date no earlier than the Extended Termination Date, (B) if subject to amortization, shall have an average weighted life extending beyond the Extended Termination Date, and (C) may not be voluntarily prepaid unless contemporaneously therewith, the other Commitments are ratably permanently reduced; (iv) the Borrowers shall have paid such fees to the applicable Lead Arrangers (to the extent that such Lead Arrangers provide assistance in arranging the Commitment Increases of Additional Commitment Lenders), the Additional Commitment Lenders and the other Lenders who agree to increase their Commitments, as the Borrowers and the applicable Lead Arrangers, the Additional Commitment Lenders and the other Lenders, respectively, may agree; (v) the Borrowers shall deliver to the Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; and (vi) no Default or Event of Default shall exist or result from the Commitment Increase. The Borrowers shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 9.04(c)) and may borrow on a non-ratable basis from any Lender or Additional Commitment Lender committed to a portion of the applicable Commitment Increase, in each case to the extent necessary to keep the outstanding Advances ratable with any revised Commitment Percentage arising from any nonratable increase in the Commitments under this Section. Each of the parties hereto hereby agrees that the Agent may take any and all further action as may be reasonably necessary to ensure that all Advances in respect of Commitment Increases, when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. The Borrower agrees that Section 9.04(c) shall apply to any conversion of Eurodollar Rate Advances to Base Rate Advances reasonably required by the Agent to effect the foregoing.

Conditions to Effectiveness of each Commitment Increase. As a condition precedent to each Commitment Increase after the Commitment Effective Date, (i) the Borrowers Borrower shall deliver to the Agent a certificate of each the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of such the Borrower (A) certifying and attaching the resolutions adopted by the board of directors (or other applicable governing body) of such the Borrower approving or consenting to such Commitment Increase, and (B) certifying that, before and after giving effect to such Commitment Increase, the representations and warranties contained in Article V hereof and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent (1) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, and (2) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (3) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”, (ii) the Loan Parties other than the Borrowers Borrower shall deliver an “acknowledgment and acceptance” of the Commitment Increase in form reasonably satisfactory to the Agent, (iii) if applicable, the BorrowersBorrower, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (iv) to the extent that the Commitment Increase shall take the form of a term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Agent, to include such terms as are customary for a term loan commitment, including that the term loan advances shall (A) have a maturity date no earlier than the Extended Termination Date, (B) if subject to amortization, shall have an average weighted life extending beyond the Extended Termination Date, and (C) may not be voluntarily prepaid unless contemporaneously therewith, the other Commitments are ratably permanently reduced; (iv) the Borrowers Borrower shall have paid such fees to the applicable Lead Arrangers Arranger (to the extent that such Lead Arrangers provide the Arranger provides assistance in arranging the Commitment Increases of Additional Commitment Lenders), the Additional Commitment Lenders and the other Lenders who agree to increase their Commitments, as the Borrowers Borrower and the applicable Lead ArrangersArranger, the Additional Commitment Lenders and the other Lenders, respectively, may agree; (v) the Borrowers Borrower shall deliver to the Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers Borrower and the other Loan Parties reasonably satisfactory to the Agent and dated such date; and (vi) no Default or Event of Default shall exist or result from the Commitment Increase. The Borrowers Borrower shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 9.04(c)) and may borrow on a non-ratable basis from any Lender or Additional Commitment Lender committed to a portion of the applicable Commitment Increase, in each case to the extent necessary to keep the outstanding Advances ratable with any revised Commitment Percentage arising from any nonratable increase in the Commitments under this Section. Each of the parties hereto hereby agrees that the Agent may take any and all further action as may be reasonably necessary to ensure that all Advances in respect of Commitment Increases, when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. The Borrower agrees that Section 9.04(c) shall apply to any conversion of Eurodollar BA Rate Advances to Base Rate Advances or LIBOR Rate Advances to Prime Rate Advances reasonably required by the Agent to effect the foregoing.

Conditions to Effectiveness of each Commitment Increase. As a condition precedent to each Revolving Commitment Increase after the Third Amendment Effective Date, (i) the Borrowers shall deliver to the Agent a certificate of each Borrower dated as of the applicable Increase Effective Date signed by an Authorized Officer of such Borrower (A) certifying and attaching the resolutions adopted by the board of directors (or other applicable governing body) of such Borrower approving or consenting to such Revolving Commitment Increase, and (B) certifying that, before and after giving effect to such Revolving Commitment Increase, the representations and warranties contained in Article V hereof and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent (1) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, and (2) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (3) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”, (ii) the Loan Parties other than the Borrowers shall deliver an “acknowledgment and acceptance” of the Revolving Commitment Increase in form reasonably satisfactory to the Agent, (iii) if applicable, the Borrowers, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (iv) to the extent that the Revolving Commitment Increase shall take the form of a term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Agent, to include such terms as are customary for a term loan commitment, including that the term loan advances shall (A) have a maturity date no earlier than the Extended Termination Date, (B) if subject to amortization, shall have an average weighted life extending beyond not less than the Extended Termination Date, and (C) may not be voluntarily prepaid unless contemporaneously therewith, the other Revolving Commitments are ratably permanently reduced; (iv) the Borrowers shall have paid such fees to the applicable Lead Arrangers (to the extent that such Lead Arrangers provide assistance in arranging the Revolving Commitment Increases of Additional Commitment Lenders), the Additional Commitment Lenders and the other Revolving Lenders who agree to increase their Revolving Commitments, as the Borrowers and the applicable Lead Arrangers, the Additional Commitment Lenders and the other Revolving Lenders, respectively, may agree; (v) the Borrowers shall deliver to the Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; (vi) the Borrowers shall have delivered to the Agent an updated Borrowing Base Certificate dated as of the Increase Effective Date, and (vivii) no Default or Event of Default shall exist or result from the Revolving Commitment Increase. The Borrowers shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 9.04(c)) and may borrow on a non-ratable basis from any Revolving Lender or Additional Commitment Lender committed to a portion of the applicable Revolving Commitment Increase, in each case to the extent necessary to keep the outstanding Advances ratable with any revised Revolving Commitment Percentage arising from any nonratable non-ratable increase in the Revolving Commitments under this Section. Each of the parties hereto hereby agrees that the Agent may take any and all further action as may be reasonably necessary to ensure that all Advances in respect of Revolving Commitment Increases, when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. The Borrower agrees that Section 9.04(c) shall apply to any conversion of Eurodollar Rate Advances to Base Rate Advances reasonably required by the Agent to effect the foregoing.