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 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 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 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, and (B) no Default existsexists or would result from such increase. 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 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 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, (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 (oras of such earlier date, and except to the extent any that such representation or warranty is representations and warranties are qualified as to "by materiality" or "Material Adverse Effect", shall be in which case they are true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15(e), 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 clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrower, the Agent, and any Additional Commitment Lender shall have executed and delivered a Joinder Agreement; (iii) the Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and to any existing Lender increasing its Commitment as the Borrower and such Lenders shall agree; (iv) the Borrower shall have paid such arrangement fees to the Agent and such Affiliates as the Borrower and the Agent may agree; (v) the Borrower, the Additional Commitment Lenders and any existing Lender increasing its Commitment shall have delivered such other instruments, documents and agreements evidencing the Commitment Increase as the Agent may reasonably have requested; and (Bvi) 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 (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 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 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.

Conditions to Effectiveness of Increase. As a condition precedent to each such increaseincrease in the Aggregate Revolving Commitments and/or Existing Term Loan, each Loan Party or such funding of an Additional Term Loan, the Borrower shall deliver to the Administrative Agent (x) 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 Authorized Officer of such Loan Credit Party (i) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increaseincrease or funding, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increaseincrease or funding, (A) 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 DateDate (with any representations and warranties which are subject to a materiality qualifier being true and correct in all respects in accordance with the terms thereof), 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 applicable) as of such earlier date, and except that for purposes of this Section 2.142.19, the representations and warranties contained in subsections (a), (b) and (bc) of Section 5.05 6.7 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a), (b) and (bd), respectively, of Section 6.017.1, and (B) no Default existsor Event of Default exists as of the Increase Effective Date, and (y) such new or additional Notes payable to each of the Lenders as are required to be delivered pursuant to Section 2.5(b). The Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.1(c)) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Commitment Percentages arising from any nonratable non-ratable increase in the Aggregate Revolving Commitments under this Section, and each Credit Party shall execute and deliver such documents or instruments (including, without limitation, a New Term Loan Amendment) as the Administrative Agent may require to evidence such increase in Revolving Commitments and/or Existing Term Loan and/or Additional Term Loan and to ratify each such Credit Party’s continuing obligations hereunder and under the other Credit Documents.

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 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 (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 (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 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 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 (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 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 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 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 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 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. 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 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 Section 5 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 that: (1) if a qualifier relating to the extent that such representations and warranties specifically refer to an earlier datemateriality or Material Adverse Effect applies, in which case they are true and correct in all material respects (or, to the extent any then such representation or warranty is qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects, (2) if any such representation or warranty specifically refers to an earlier date, 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 or Material Adverse Effect applies, then such representation or warranty shall be true and correct in all 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 5.9 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (aa)(i) and (bii), respectively, of Section 6.016.6, and (B) no Default existsexists or will result from such increase in the Commitments. The Borrower shall prepay (nonratably, to the extent necessary) any Committed 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 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 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 a condition precedent to such increase, each Loan Party 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 VIII 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 8.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a), (b) and (b), c) respectively, of Section 6.019.01, and (B) no Default exists. The If there shall be any nonratable increase in the Commitments under this Section, then Administrative Agent shall reallocate (and, solely for purposes thereof, Borrower shall prepay be deemed to have paid) 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 respect to any revised Applicable Percentages arising from any such nonratable increase in the Commitments Total Credit Exposure of any Lender under this Section, and Borrower shall execute and deliver such documents or instruments as Administrative Agent may require to evidence such increase in the Total Credit Exposure of any Lender and to ratify Borrower’s continuing obligations hereunder and under the other Loan Documents, including a replacement Note.

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 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 conditions precedent to such each 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 applicable Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party Party, (iy) certifying and attaching the resolutions adopted by such Loan Party approving authorizing or consenting to such increase, as the case may be, and (iiz) in the case of the Borrower, certifying that, immediately before and after giving effect to such increase, (A) the representations and warranties of the Loan Parties contained in Article V of this Agreement 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 such applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (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 (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 or Event of Default exists, and (ii) each Proposed Lender that is becoming a Lender shall (y) be subject to the reasonable approval of the Administrative Agent , the L/C Issuer and the Swing Line Lender, which approvals shall not be unreasonably withheld, delayed or conditioned, and (z) execute and deliver a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Borrower. The Borrower shall prepay any Committed Loans outstanding on the such applicable Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised the Applicable Percentages arising resulting from any nonratable non-ratable increase in the amount of the Aggregate Commitments under this SectionSection 2.16 and in effect after giving effect thereto.

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, except to the extent that any representation and warranty is otherwise 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) 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 shall prepay any Committed Loans (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders participating in the commitment increase) 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 (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 (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 increase, 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 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) to the extent that such representations and warranties are qualified by materiality, that they are true and correct on and as of the Increase Effective Date, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case that they are true and correct in all material respects (or, as of such earlier date except to the extent any such representation or warranty is qualified as to "by materiality" or "Material Adverse Effect", shall be then that they are 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 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 Closing Date as are reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent (it being agreed that the forms delivered on the Closing Date are satisfactory). (ii) Each Term Loan Commitment Increase Effective Date shall have the same terms as the outstanding Loans and be part of the existing credit facility hereunder. Upon each Term Loan Commitment Increase (x) each Lender having a Commitment immediately prior to such increase will automatically and pay without further act be deemed to have assigned to such Lender providing a portion of the Term Loan Commitment Increase (each, a “Term Loan Commitment Increase Lender”) in respect of such increase, and (y) if, on the date of such increase there are any additional amounts required pursuant to Section 3.05) Loans outstanding, the Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Share of the credit facility arising from such Term Loan Commitment Increase, and the Company shall pay to the applicable Lenders any nonratable increase amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Lenders as if such payments were effected by prepayments of Loans. (iii) To the extent that any Incremental Increase shall take the form of an Incremental Term Loan, this Agreement may be amended to the extent necessary (without the need to obtain the consent of any Lender other than the Lenders providing such Incremental Term Loans), in form and substance reasonably satisfactory to the Administrative Agent, the Required Lenders and the Company, to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable under this Agreement, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms or amendment and (ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents. On any Increase Effective Date on which any Incremental Increase in the Commitments under form of an Incremental Term Loan is effective, subject to the satisfaction of the terms and conditions in this SectionSection 2.12, each Lender of such Incremental Term Loan shall make an amount equal to its commitment to such Incremental Term Loan available to the Company, in a manner consistent with Borrowings hereunder. (iv) As a condition precedent to each Incremental Increase, all fees and expenses relating to each Incremental Increase, to the extent then due and payable, shall have been paid in full.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each Loan Party the Borrower shall deliver to the Administrative Agent (1) 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 existsexists and (2) any consent of the Borrower reasonably requested by the Administrative Agent in connection with such increase under Section 2.16(f). 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 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 2.142.13, 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 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 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 IV 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 2.142.17, the representations and warranties contained in subsections (ag) and (bh) of Section 5.05 4.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections (ab) and (bc), respectively, of Section 6.015.03, and (B) no Default existsexists and (C) the Borrower is in pro forma compliance with the covenants in Section 5.04. 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 3.058.04(c)) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Percentages Pro Rata Shares 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 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 Extension 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 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 SectionSection 2.14.

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 (i) as of the Term Facility 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 thatDate, before and after giving effect to such increase, (Ax) no Default shall exist, (y) the Borrower shall be in compliance on a pro forma basis with each of the financial covenants set forth in Section 7.11, and (z) the representations and warranties contained in Article V and the each other Loan Documents are shall be true and correct in all material respects (or, to or in the extent any such case of a representation or warranty that is qualified as already subject to "materiality" or "Material Adverse Effect"a materiality condition, 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 shall be true and correct in all material respects (or, to or in the extent any such case of a representation or warranty that is qualified as already subject to "materiality" or "Material Adverse Effect"a materiality condition, shall be true and correct in all respects) as of such earlier date, and except that (i) for purposes of this Section 2.142.15, 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, 6.01 and (Bii) no Default exists. The for purposes of this Section 2.15, the representations and warranties contained in Section 5.13 shall be deemed to refer to the most recent, updated Schedule 5.13 delivered to the Administrative Agent pursuant to Sections 6.02(a) and 10.01; and (ii) the Borrower shall prepay any Committed Loans outstanding on have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Term Facility Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and pay any additional amounts required pursuant attaching the resolutions adopted by such Loan Party approving or consenting to Section 3.05such increase, and (y) to the extent certifying (and attaching calculations, as appropriate, in reasonable detail necessary to keep demonstrate) that the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase conditions set forth in the Commitments under this Sectionclause (i) above are satisfied.

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 the representations and warranties in Section 5.20 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) 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 Sections 5.14(b) and 5.20 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 Notwithstanding the foregoing, no increase in the Aggregate Commitments hereunder pursuant to this Section shall be effective unless: (i) The Borrower shall have given the Administrative Agent notice of any such increase, each Loan Party increase at least ten Business Days prior to the applicable Supplemental Commitment Date; (ii) no Default shall have occurred and be continuing on the applicable Supplemental Commitment Date; (iii) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Increase Effective Supplemental Commitment Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (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 Supplemental Commitment Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (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 exists. ; and (iv) The Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Supplemental Commitment Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionSupplemental Commitment.

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 47 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 3.053.06) 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 of the following must be satisfied: (i) the Borrower shall deliver have delivered 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 VII 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 2.144.7(e), the representations and warranties contained in subsections (aSection 7.9(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 6.018.1(a) and (b), and (B) no Default exists. The or Event of Default exists and the conditions set forth in Article XII are fulfilled with respect to such Incremental Loan and (C) demonstrating that, after giving effect to all such incremental Loans, TAL Group and its Consolidated Subsidiaries shall be in pro-forma compliance with all of the covenants set forth in Article X; (ii) the Borrower shall prepay execute and deliver such documents and instruments and take such other actions as may be reasonably required by the Administrative Agent in connection with and at the time of any Committed Loans outstanding on such proposed increase; (iii) since the Increase Effective Date (and pay any additional amounts required date of the most recent audited financial statements of the TAL Group delivered pursuant to Section 3.058.1(b), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (iv) any incremental Loan made pursuant to this Section 4.7 (each, an “Incremental Loan”) shall have a maturity date no earlier than the Maturity Date and shall have a Weighted Average Life to Maturity no shorter than that of the existing Loans; (v) if the Initial Yield applicable to any such Incremental Loans exceeds by more than 0.50% per annum the Applicable Margin then in effect for Base Rate Loans, LIBOR Rate Loans or Eurodollar Market Index Rate Loans, as applicable (the “Existing Yield”), then the Applicable Margin of the existing Term Loans shall increase by an amount equal to the extent necessary difference between the Initial Yield and the Existing Yield (less 0.50%); for the purposes of this provision, the term “Initial Yield” shall mean, with respect to keep Incremental Loans, the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in amount (as determined by the Commitments under this Section.Administrative Agent) equal to the margin above the Base Rate, LIBOR or Eurodollar Market Index Rate, as the case may be, applicable to such Incremental Loans;

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 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 145501075_6 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 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 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 45 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, 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 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 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 each increase, each Loan Party the Borrower shall deliver to the Administrative Agent such Loan Documents (or amendments thereto), in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall reasonably request to reflect such increase, together with 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 Parties (i) certifying and attaching the resolutions adopted by each such Loan Party approving or consenting to such increasethe increased Aggregate Committed Sum, and (ii) in the case of the BorrowerBorrower and the MLP, certifying that, before and after giving effect to such increaseincreased Aggregate Committed Sum, (A) the representations and warranties of the Borrower and the MLP 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 or Event of Default exists. Each Lender increasing its Commitment and each additional Lender, as applicable, shall purchase a portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any additional Lender, if applicable) shall hold its Pro Rata Share of the outstanding Loans (and participation interests) after giving effect to the increase in the Aggregate Committed Sum. 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 (i) that contain a materiality qualification, are true and correct, on and as of the Increase Effective Date and (ii) that do not contain a materiality qualification, 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 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 2.14Section, 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) both before and after giving effect to the increase in the Revolving Facility, 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 Revolving Percentages arising from any nonratable non-ratable 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 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 Toro shall deliver to the Administrative Agent and the Lenders such information as may be requested pursuant to Section 4.01(a)(xi), and 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 (w) if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, (x) 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 (y) 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, (B) Toro is in compliance with the financial covenants set forth in Sections 7.05 and 7.06, and (BC) 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 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 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 (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects 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) as of such earlier date, and except that (iii) 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 Unless otherwise agreed by the Administrative Agent, the Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.06) 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 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 Section 5 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, and (B) 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 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 Borrower Agent shall deliver to the Administrative Agent a certificate of the Borrower each Obligor dated as of the Revolver Increase Effective Closing Date (in sufficient copies for each Lender) signed by a Responsible Senior 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 BorrowerBorrowers, certifying that, before and after giving effect to such increase, (Ai) the representations and warranties contained in Article V Section 9 and 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 Revolver Increase Effective Closing 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 2.142.2.5, the representations and warranties contained in subsections (a) and (b) of Section 5.05 9.1.5 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) (i) and (bii), respectively, of Section 6.0110.1.4, and (Bii) no Default or Event of Default exists. The Borrower Borrowers shall prepay any Committed Revolver Loans outstanding on the Revolver Increase Effective Closing 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 change in the Pro Rata interests of Lenders 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 (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 increase, 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 VArticle 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) to the extent that such representations and warranties are qualified by materiality, that they are true and correct on and as of the Increase Effective Date, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case that they are true and correct in all material respects (or, as of such earlier date except to the extent any such representation or warranty is qualified as to "by materiality" or "Material Adverse Effect", shall be then that they are 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, and (iii) (x) upon the reasonable request of any Lender made at least three days prior to the Increase Effective Date, the Company 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 Act, in each case at least two days prior to the Increase Effective Date and (y) at least two 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 Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. 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 deliver to the Administrative Agent (1) 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, with respect to the extent any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, 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, (B) the Borrower is in pro forma compliance with Section 7.11, and (BC) no Default exists; (2) any legal opinions, documents reaffirming guarantees or grants or perfection of security interests, amendments to mortgages or other security documents as may be reasonably requested by the Administrative Agent; (3) updates to any items described in Section 4.01 (b) as may be reasonably requested by the Administrative Agent; and (4) such other documents as may be reasonably requested by the Administrative Agent in connection with any such increase in Aggregate Commitments, including without limitation any joinder or amendment documents necessary or advisable in the reasonable discretion of the Administrative Agent to effectuate 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 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 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 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 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 (or, to or in all respects in the extent case of any such representation or warranty is qualified as to "materiality" by materiality or "Material Adverse Effect", shall be true and correct in all respects) on and as of the Revolving Increase Effective Date, 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 or in all respects in the extent case of any such representation or warranty is qualified as to "materiality" by 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) subject to Section 1.09, both before and immediately after giving effect to the Incremental Facility, no Default exists; provided that, in the case of an Incremental Facility being used to consummate a Limited Condition Acquisition, at the Borrowers’ election, to the extent acceptable to the Lenders providing the relevant commitments in respect of such Incremental Facility, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Facility may be limited to customary “specified representations” and customary “specified acquisition agreement representations” (i.e., customary SunGard provisions) and such other representations and warranties as may be required by the lenders providing such Incremental Facility. 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 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 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 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 increaseIncrease or Incremental Facility, 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 increaseIncrease or Incremental Facility, 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 2.14, 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 existshas occurred and is 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 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 on and as of the Increase Effective Date (orand, to the extent any such representation or and/or warranty is qualified not true and/or correct, that portion which is not true or correct, as the case may be, could not reasonably be expected to "materiality" or "have a Material Adverse Effect"), shall be true and correct in all respectsexcept (1) 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 (orand, to the extent any such representation and/or warranty was not true and/or correct, that portion which was not true or warranty is qualified correct, as the case may be, could not reasonably be expected to "materiality" or "have a Material Adverse Effect"), shall be true (2) to the extent of changes resulting from transactions contemplated or permitted by this Agreement and correct in all respects) as of such earlier datethe other Loan Documents, and except (3) 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 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 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 2.142.15, 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 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 (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 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 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, with respect to the extent any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, 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 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 an Authorized Officer of such Loan Party (ia) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, Revolving Credit Increase and (iib) in the case of the Borrower, certifying that, before and after giving effect to such increase, (Ai) the representations and warranties contained in Article V Section 6 and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation if qualified by materiality 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 6.1.7 shall be deemed to refer to the most recent statements furnished pursuant to subsections Sections 8.3.1 and 8.3.2, respectively, (aii) no Default or Event of Default exists and is continuing and (iii) the Borrower and its Subsidiaries are in compliance on a pro forma basis with each of the financial covenants contained in Sections 8.2.14 and 8.2.15 (which, for the purposes of the pro forma calculation required herein, shall be determined regardless of whether the covenants in such Section would otherwise have been required to be tested pursuant to the terms thereof at such time). Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and shall constitute Revolving Credit Loans and Revolving Credit Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents and shall, without limiting the foregoing, benefit equally and ratably with the Obligations from the Guarantors and security interests created by the Security Documents. Upon each Revolving Credit Increase (x) each Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans, will, in each case, equal each Lender’s Ratable Share (after giving effect to such increase in the Revolving Credit Commitments) and (by) if, on the date of such increase there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall, on or prior to the effectiveness of such Revolving Credit Increase, be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), respectively, of Section 6.01, and (B) no Default exists. The Borrower which prepayment shall prepay be accompanied by any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required to be paid pursuant to Section 3.05) 5.9.7 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Ratable Shares arising from any nonratable increase in the Commitments under this Sectionsuch Revolving Credit Increase.

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. As a condition precedent to such increase, each Loan Party (i) 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 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) to the extent that such representations and warranties are qualified by materiality, that they are true and correct in all respects on and as of the Increase Effective Date, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case that they are true and correct in all material respects (or, as of such earlier date except to the extent any such representation or warranty is qualified as to "by materiality" or "Material Adverse Effect", shall be then that they are true and correct in all respects) 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 exists. The Borrower shall prepay any Committed Loans outstanding exists on the such Increase Effective Date (before or immediately after giving effect to such Commitment Increase and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed borrowing of Incremental Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectionthereunder.

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 Credit Party dated as of the Increase Effective Date (in sufficient copies for each LenderBank) signed by a Responsible Officer the Chief Executive Officer, the President, Executive Vice President, Chief Financial Officer, Controller, General Counsel or Treasurer of such Loan Credit Party (i) certifying and attaching the resolutions adopted by such Loan Credit Party approving or 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 contained in Article V Section VI 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 of this Section 2.142.10, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.7 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.017.1, 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 3.053.12) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages percentage of the Banks’ Commitments 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 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 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 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 (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects 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) as of such earlier date, and except that (iii) 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 Unless otherwise agreed by the 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 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 SectionSection 2.16.

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 Floorplan Increase Effective Date (in sufficient copies for each Floorplan 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 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 Floorplan 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 2.142.23, 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 Company shall prepay any Committed Floorplan Facility Loans outstanding on the Floorplan Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Floorplan Facility Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Floorplan 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 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 (i) the Company 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 each Borrower (ix) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, 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 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) to the extent that such representations and warranties are qualified by materiality, that they are true and correct on and as of the Increase Effective Date, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case that they are true and correct in all material respects (or, as of such earlier date except to the extent any such representation or warranty is qualified as to "by materiality" or "Material Adverse Effect", shall be then that they are 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), respectivelyb),respectively, of Section 6.01, and (B) no Default exists. The Borrower , and (iii) (x) upon the reasonable request of any Lender made at least three days prior to the Increase Effective Date, the Company shall prepay any Committed Loans outstanding on 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 Act, in each case at least two days prior to the Increase Effective Date and (and pay any additional amounts required pursuant to Section 3.05y) at least two days prior to the extent necessary Increase Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase each Lender that so requests, a Beneficial Ownership Certification in the Commitments under this Sectionrelation to such Borrower.

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 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 (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects 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) as of such earlier date, and except that (iii) 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 Unless otherwise agreed by the 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 non-ratable 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 ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, 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 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. (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

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 Revolving Credit Increase Effective Date (in sufficient copies for each Revolving Credit 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 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 2.14, the representations and warranties contained in subsections (aSection 5.04(a)-(c) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSection 6.01(a) and (b), respectively, of Section 6.01, and (B) no Default or Event of 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower following, each dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Date: (i) a certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case a certificate of the Borrower, Borrower signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (AI) 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 (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 corporate 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 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 by such Loan Party approving or consenting to such increase (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 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 were 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 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 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 the representations and warranties in Section 5.20 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) 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 Sections 5.14(b) and 5.20 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 Event of 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 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 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 (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, 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 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) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, then such representation or warranty shall be required to be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (orunless a qualifier relating to materiality, to the extent any Material Adverse Effect or a similar concept applies, in which case 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 2.14, 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 Company 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 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) Date, 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 (x) that are qualified by materiality shall be true and correct on and as of the Increase Effective Date and (y) 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 DateDate except, except in each case, 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 subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent audited financial statements furnished pursuant to subsections subsection (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 (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 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.. Table of Contents

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 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 any 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 applicable 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 2.142.15, 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 Effective on any Increase Effective Date, all Committed Loans and risk participations outstanding under Section 2.03 or Section 2.04, in each case outstanding on the Increase Effective Date Date, shall be reallocated by the Administrative Agent (and pay any additional amounts required pursuant with notice to Section 3.05the Lenders) to the extent necessary to keep the said outstanding Committed Loans and risk participations ratable with any revised the current Applicable Percentages arising from any nonratable Percentages, after giving effect to the applicable increase in the Commitments under this SectionAggregate Commitments.

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 Borrowing Agent 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 V, in the case of the Borrowers, and the other Loan Documents Documents, in the case of each Loan Party party thereto, 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 exists. The Borrower At the request of the Administrative Agent, the Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the 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 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 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 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 each Co-Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Co-Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Co-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 except that any such representation or warranty that is qualified as to "“materiality" ” or "“Material Adverse Effect", ” shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent except that any such representation or warranty that is qualified as to "“materiality" ” or "“Material Adverse Effect", ” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, 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 Co-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 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).