the case may be, would be required under Section 10.06(b)(iii) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Lender or proposed Additional
Lender; provided further that the Borrower shall not be required to offer or accept commitments from existing Lenders for any Incremental Increase. No Lender shall have any obligation to increase its Revolving Credit Commitment,
increase its Term Commitment or Term Loans or participate in any Incremental Term Loan, as the case may be, and no consent of any Lender, other than the Lenders agreeing to provide any portion of an Incremental Increase, shall be required to
effectuate such Incremental Increase.
(c) Effective Date and Allocations. The Administrative Agent and the Borrower shall
determine the effective date of any Incremental Increase (the Increase Effective Date), which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The
Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Incremental Increase and the Increase Effective Date.
(d) Conditions to Effectiveness of Increase.
(i) As a condition precedent to each Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate
of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Laws with respect to the Guarantee and Collateral Agreement of a Guarantor, of each such Guarantor, dated as of the Increase
Effective Date, signed by a Responsible Officer of the Borrower or Guarantor and (A) certifying and attaching the resolutions adopted by the Borrower or Guarantor approving or consenting to such Incremental Increase (which, with respect to any
such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect
to such Incremental Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, the Borrower
shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof, but disregarding any cash constituting proceeds of such Incremental Increase solely for purposes of
determining the Consolidated Net Leverage Ratio in connection with clause (a)(vii) above (assuming, in the case of a Revolving Credit Increase, that such new Revolving Credit Commitments are fully drawn)) with (x) in the case of a Revolving
Credit Increase, the financial covenant contained in Section 7.14 (regardless of whether or not compliance with such ratio was in fact required as of the end of such fiscal quarter pursuant to Section 7.14) and (y) in
the case of any Incremental Term Loan, the Consolidated Net Leverage Ratio shall not exceed the Closing Date Consolidated Net Leverage Ratio and (3) the representations and warranties of the Borrower and each other Loan Party contained in
Article V or any other Loan 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 representations and warranties
modified by a materiality or Material Adverse Effect standard, 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 representations and