Common use of All Credit Events Clause in Contracts

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of said time, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects as of such date (other than an amendmentwhere not already qualified by materiality or Material Adverse Effect, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct otherwise in all material respects respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event and, after giving effect to such extension of credit, the Revolving Credit Availability, as then determined and computed, shall be no less than $0; and (dc) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.6 hereof, and the L/C Issuer shall have received (i) in the case of the issuance of any Letter of Credit, a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof, and (ii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form reasonably acceptable to the L/C Issuer, together with any fees called for by Section 2.1 hereof. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), inclusive, of this Section 4.017.1; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On The obligations of (i) the Lenders (including the Swingline Lender) to make Loans and (ii) any Issuing Bank to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit Event”) are subject to the satisfaction (or waiver in accordance with Section 10.08) of the following conditions on the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicabledate, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and except to the extent such representation and warranty is qualified by materiality or material adverse effect, in which instance such representation and warranty shall be true and correct in all respects as of the applicable dates above. (c) At the time of of, and immediately after after, such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuingcontinuing or would result therefrom. (d) After giving effect to such Borrowing or such issuance of a Letter of Credit, the aggregate Revolving Facility Credit Exposure shall not exceed the lesser of (i) the Revolving Facility Commitments minus any Line Reserves, and (ii) the Borrowing Base in effect at such time; provided, however, that for the purposes of this calculation, the Revolving Facility Commitments and the Borrowing Base, as applicable, shall be adjusted downward to account for (A) any Reserve that the Administrative Agent has, in its Permitted Discretion, decided to establish against the Revolving Facility Commitments or the Borrowing Base, as applicable, during the pendency of the three-Business-Day notice period prior to such Reserve taking effect and (B) any Account ceasing to be an Eligible Account or any Inventory ceasing to be Eligible Inventory because of the adjustment of or imposition of new exclusionary criteria pursuant to the last paragraph of the definition of “Eligible Account” or “Eligible Inventory,” as applicable, during the pendency of the three-Business-Day notice period prior to such exclusion taking effect. Each such Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs clauses (b), (c) and (cd) of this Section 4.01.

All Credit Events. On The obligations of (a) the Lenders (including the Swingline Lenders) to make Loans and (b) any Issuing Bank to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit Event”) are subject to the satisfaction of the conditions that, on the date of each Borrowing (other than an Ancillary Replacement Borrowing) and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents Article III hereof shall be true and correct in all material respects on and as of the date of such date Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing (other than an Ancillary Replacement Borrowing) and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the applicable Borrower (in the case of a Borrowing) and each Applicant Party (in the case of a Letter of Credit) on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.014.02.

All Credit Events. On Subject to clause (c) of Section 2.25, on the date of each Borrowing (other than a conversion or a continuation of a Borrowing) and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.24(b).; (b) The representations and warranties set forth in the Article III and in each other Loan Documents Document shall be true and correct in all material respects as of such date (other than an amendmentrepresentations and warranties that are qualified by materiality, extension or renewal which shall be true and correct in all respects) on and as of a Letter of Credit without any increase in the stated amount date of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).; (c) At the time of and immediately after giving effect to such Borrowing Credit Event, no Default or Event of Default shall have occurred and be continuing; and (d) Solely in connection with an issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Banks shall have received, prior to such issuance, amendment, extension or renewal, (a) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been reasonably requested by such Issuing Bank in connection with such issuance, amendment, extension or renewal of a Letter of Credit and (other than an amendmentb) to the extent required pursuant to the Beneficial Ownership Regulation, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Beneficial Ownership Certificate. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the each Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing (other than (i) a conversion or a continuation of a Borrowing or (ii) as set forth in Section 2.24(c) with respect to Incremental Term Loan Commitments and Incremental Revolving Credit Commitments), including each Borrowing of a Swingline Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III hereof and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties they shall be true and correct in all material respects on and as of such earlier date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) If such Credit Event constitutes the making of a Loan or the issuance or amendment of a Letter of Credit and after giving effect to such Credit Event, the aggregate Revolving Credit Exposure (excluding any Revolving Credit Exposure in respect of any Letter of Credit which has been cash collateralized in an amount equal to 103% or more of the maximum stated amount of such Letter of Credit) would exceed an amount equal to 35% of the aggregate Revolving Credit Commitments, the Consolidated Net Leverage Ratio as of the end of the most recently ended fiscal quarter for which internal financial statements are available (calculated on an actual basis as of the end of such fiscal quarter) shall not exceed the ratio set forth in Section 6.14 (after giving effect to any adjustment for the first two fiscal quarters ending after the consummation of a Material Acquisition, if applicable, as set forth in Section 6.14) with respect to such fiscal quarter (regardless of whether or not compliance with such ratio was in fact required as of the end of such fiscal quarter pursuant to Section 6.14). Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) and, if applicable, (d) of this Section 4.01.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of said time, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects as of such date (other than an amendmentwhere not already qualified by materiality or Material Adverse Effect, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct otherwise in all material respects respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event and, after giving effect to such extension of credit, the Revolving Credit Availability, as then determined and computed, shall be no less than $0; (c) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.6 hereof, and the L/C Issuer shall have received (i) in the case of the issuance of any Letter of Credit, a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof, and (ii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form reasonably acceptable to the L/C Issuer, together with any fees called for by Section 2.1 hereof; and (d) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Administrative Agent, the L/C Issuer or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), inclusive, of this Section 4.017.1; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal issuance of a Letter of Credit:Credit (in each case, other than a Borrowing of Incremental Loans): (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendmentdate, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableeach case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal issuance of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, (i) no Event of Default or Default shall have occurred and be continuing and (ii) with respect to a Borrowing of Initial Revolving Loans solely during the period that a Securitization Trigger Condition has occurred and is continuing, the Borrower shall be in Pro Forma Compliance. (d) Each Borrowing and each other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, Borrowing or issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent each of the representations and warranties set forth herein and in the other Loan Documents shall have receivedbe and remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing or would occur as a Borrowingresult of such Credit Event; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Commitments; (d) in the case of a Borrowing Request as the Administrative Agent shall have received the notice required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or2.4, in the case of the issuance of any Letter of Credit the applicable L/C Issuer shall have received a duly completed Application together with any fees required to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent L/C Issuer shall have received a notice requesting written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12; and (e) such Credit Event shall not violate any Legal Requirement applicable to the issuance Administrative Agent, any L/C Issuer, or any Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that, any such Legal Requirement shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of an L/C Issuer, to issue or extend the expiration date of or increase the amount of any Letter of Credit as required by Section 2.05(b). (b) The representations hereunder. Each request for a Borrowing hereunder and warranties set forth each request for the issuance of, increase in the Loan Documents shall be true and correct in all material respects as amount of, or extension of such the expiration date (other than an amendmentof, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event shall be deemed to constitute be a representation and warranty by the Borrower Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) d), both inclusive, of this Section; provided, however, that the Lenders may continue to make advances under the U.S. Revolving Credit or Canadian Revolving Credit, in the sole discretion of the Lenders with Commitments, notwithstanding the failure of the Borrowers to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist. For the avoidance of doubt, no Lender shall be required to make any Loans in the event that any of the conditions set forth in this Section 4.013.1 are not satisfied.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or2.02), in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The Other than in connection with the initial Credit Event on the Closing Date and on the Acquisition Date, the representations and warranties set forth in the Article III and in each other Loan Documents Document shall be true and correct in all material respects (except that any representation or warranty that is already qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At Other than in connection with the initial Credit Event on the Closing Date and on the Acquisition Date, at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Default or Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Other than in connection with the initial Credit Event on the Closing Date and on the Acquisition Date and any Credit Event occurring prior to the delivery of the Compliance Certificate for the fiscal quarter ending March 31, 2013, after giving pro forma effect to such Credit Event (and all prior Credit Events and the use of proceeds therefrom and all Loan repayments since the last day of the four quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.02(a) relates), Intermediate Holdings shall be in compliance with the financial covenant set forth in Section 6.13 as of the last day of the four quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.02(a) relates, regardless of whether Intermediate Holdings is otherwise required to comply with such financial covenant at such time. The delivery of each Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, delivery and the date of the Credit Event specified therein as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.01.

All Credit Events. On The obligations of (x) the date Lenders (including the Swingline Lender) to make Loans and accept and purchase or arrange for the acceptance and purchase of B/As and (y) any Issuing Bank to issue, amend, extend or renew Letters of Credit or increase the stated amounts of Letters of Credit hereunder (other than in the case of an amendment, extension or renewal of a Letter of Credit without (A) any increase in the stated amount of such Letter of Credit and (B) extension of the expiration of such Letter of Credit) (in the case of each Borrowing of (x) and (y) above, a “Credit Event”) are subject to the satisfaction of the following conditions on the date of each any such Borrowing or B/A Drawing or on the date of any such issuance, amendment, extension or renewal of a Letter of Credit, as the case may be: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last penultimate paragraph of Section 2.03) or, in the case of a B/A, a request therefor as required by Section 2.06(c) or, in the issuance case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendmentrespects, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made each case on and as of such datethe date of each Credit Event, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects respects, as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to such Credit Event, (i) the Total Revolving Facility Exposure shall not exceed the lesser of (x) the Total Revolving Facility Commitments and (y) the Global Borrowing Base, (ii) the aggregate U.S. Revolving Facility Exposure shall not exceed the U.S. Sublimit and (iii) the Total Revolving Facility Exposure less the German Revolving Facility Exposure shall not exceed the Specified Sublimit. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by each of the Borrower Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.01.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent shall have receivedExcept as otherwise provided in Section 1.16(g), in each of the case of a Borrowing, a Borrowing Request as required by Section 2.03 representations and warranties set forth (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03w) or, in the case of the issuance Closing Date, herein and in the other Loan Documents or (x) in the case of a Letter of CreditNew Term Loans or New Revolving Credit Commitments, in the applicable Issuing Bank and amendment evidencing such new Term Loans or New Revolving Credit Commitments, as the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). case may be, or (by) The representations and warranties set forth in the case of Extended Term Loans or Extended Revolving Credit Commitments, in the applicable Term Loan Documents Extension Amendment or Revolving Credit Commitment Extension Amendment, as the case may be, or (z) in the case of Refinancing Term Loans or Replacement Revolving Credit Commitments, in the applicable Refinancing Term Loan Amendment or Replacement Revolving Credit Amendment, as the case may be, shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such datesaid time, except to the extent such representations and warranties the same expressly relate to an earlier date (in which case case, such representations representation and warranties warranty shall be true and correct in all material respects as of such earlier date).; (cb) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase Except as otherwise provided in the stated amount of such Letter of CreditSection 1.16(g), as applicable, no Default or Event of Default or Default shall have occurred and be continuing.continuing or would occur immediately thereafter as a result of such Credit Event; and (dc) (i) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.6 hereof, (ii) in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof, and (iii) in the case of an increase in the face amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer together with fees called for by Section 2.1 hereof. Each request for a Borrowing hereunder and each other request for the issuance of or increase in the face amount of a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and (cb) of this Section 4.017.1.

All Credit Events. On the date of each Borrowing and on Credit Event (other with respect to the date establishment of each issuanceIncremental Term Loans, amendment, extension or renewal of a Letter of Credit:which will be governed by Section 2.20): (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Revolving Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Revolving Letter of Credit as required by Section 2.05(b) (in the case of any Revolving Letter of Credit). (b) The representations and warranties set forth in Article III hereof and in the other Loan Documents and the Parent Guarantee shall be true and correct in all material respects on and as of the date of such date Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are expressly qualified by materiality (in which case such representations and warranties shall be true and correct in all respects as of the applicable date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit) shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On The obligations of the date Lenders (including the N.Z. Swingline Lenders) to make Loans (other than Incremental Term Loans and Incremental Revolving Credit Commitments which will be subject to such terms and conditions specified in the relevant Incremental Assumption Agreement) and of the Issuing Banks to issue, amend, extend or renew any Letter of Credit (each Borrowing and such event being called a “Credit Event”) are subject to the satisfaction of the following conditions on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a N.Z. Swingline Loan, the applicable N.Z. Swingline Lender shall have received a notice requesting such N.Z. Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III hereof and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects materials respect as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the each Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (bSection 4.01(b) and (c) of this Section 4.01).

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such datesaid time, except to the extent such representations and warranties the same expressly relate to an earlier date (date, in which case such representations and warranties the same shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing immediately before such Credit Event or would immediately occur as a result of such Credit Event and, after giving effect to such extension of credit, the Revolving Credit Availability, as then determined and computed, shall be no less than $0; and (dc) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.6 hereof, and the L/C Issuer shall have received (i) in the case of the issuance of any Letter of Credit, a duly completed Application for such Letter of Credit together with any fees called for by Section 2 hereof, and (ii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form reasonably acceptable to the L/C Issuer, together with any fees called for by Section 2 hereof. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), inclusive, of this Section 4.017.1; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date); (b) no Default or Event of Default shall have receivedoccurred and be continuing or would occur as a result of such Credit Event; (c) after giving effect to such requested extension of credit, the aggregate principal amount of all Revolving Loans and L/C Obligations under this Agreement shall not exceed the lesser of (i) the aggregate Revolving Credit Commitments as of such date and (ii) the Borrowing Base as then determined and computed; (d) in the case of a Borrowing, a Borrowing Request as the Administrative Agent shall have received the notice required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or2.5, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees required to be paid at such time under Section 2.13, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent L/C Issuer shall have received a notice requesting written request therefor in a form reasonably acceptable to the issuance L/C Issuer together with fees required to be paid at such time under Section 2.13; (e) such Credit Event shall not violate any Legal Requirement applicable to the Administrative Agent, the L/C Issuer, or any Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that, any such Legal Requirement shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit as required by Section 2.05(b). (b) The representations hereunder. Each request for a Borrowing hereunder and warranties set forth each request for the issuance of, increase in the Loan Documents shall be true and correct in all material respects as amount of, or extension of such the expiration date (other than an amendmentof, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) d), both inclusive, of this Section; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist. For the avoidance of doubt, no Lender shall be required to make any Loans in the event that any of the conditions set forth in this Section 4.013.1 are not satisfied.

All Credit Events. On the date of each Borrowing, including each Borrowing of a Swingline Loan but excluding the conversion of a Eurodollar Borrowing to an ABR Borrowing or vice versa or the continuation or conversion of the Interest Period of a Eurodollar Borrowing into another permitted Interest Period, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III hereof and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date The obligation of each Borrowing Lender and on each L/C Issuer to participate in any Credit Event (including any initial Credit Event) hereunder is subject to the date of each issuance, amendment, extension or renewal of a Letter of Creditfollowing conditions precedent: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said time; provided that any such representation or warranty which expressly relates to a given date or period shall be true and correct in all material respects as of such the respective date (other than an amendment, extension or renewal of a Letter of Credit without any increase in for the stated amount of such Letter of Credit)respective period, as applicablethe case may be, with the same effect and any representation and warranty that is qualified as though made on and as of such dateto “materiality”, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties “material adverse effect” or similar language shall be true and correct (after giving effect to such qualification therein) in all material respects as of such earlier date).respects; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; and (dc) in the case of a Borrowing Administrative Agent shall have received the notice required by Section 2.6, in the case of the issuance of any Letter of Credit the applicable L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 2.11, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to such L/C Issuer together with fees called for by Section 2.11. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), both inclusive, of this Section 4.01Section; provided, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (bi) The In the case of each Credit Event that occurs on the Closing Date, the representations and warranties made by the Seller (with respect to the AGS Acquired Business in the Purchase Agreement that are material to the interests of the Lenders (but only to the extent that AcquisitionCo has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement) shall be true and correct in all material respects, and the representations and warranties made in respect of the Borrower in Sections 3.01(a) and (d), 3.02(a) and (b)(i)(B) (limited to the Borrower’s constitutive documents), 3.03, 3.10, 3.11, 3.17 (limited to creation, validity and perfection), 3.19, 3.25 and 3.26 shall be true and correct in all material respects; and (ii) in the case of each other Credit Event that occurs after the Closing Date, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At In the case of each Borrowing or other Credit Event that occurs after the Closing Date, at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of said time, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects as of such date (other than an amendmentwhere not already qualified by materiality, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct otherwise in all material respects respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event and, after giving effect to such extension of credit, the Revolving Credit Availability, as then determined and computed, shall be no less than $0; (c) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.6 hereof, and the L/C Issuer shall have received (i) in the case of the issuance of any Letter of Credit, a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof, and (ii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefore, in a form reasonably acceptable to the L/C Issuer, together with any fees called for by Section 2.1 hereof; and (d) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Administrative Agent, the L/C Issuer or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), inclusive, of this Section 4.017.1; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On the date of the making of each Borrowing Loan, including the making of a Swingline Loan and on the date of each issuance or amendment of a Letter of Credit (each such event being called a “Credit Event”; it being understood that the conversion into a Eurodollar Loan, an ABR Loan, or continuation of a Eurodollar Loan does not constitute a Credit Event): (a) The Administrative Agent shall have received a notice of such Loan as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendmentincrease, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable relevant Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, increase, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided, however, that solely for purposes of representations and warranties made on the Closing Date, such representations and warranties shall be limited in all respects to the representations and warranties in Sections 3.01(d), 3.02(a), 3.03, 3.10(c) and (d), 3.11 and 3.20 and the Other Closing Date Representations. (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit Event (other than an amendment, extension or renewal of a Letter of any Credit without any increase in Event occurring on the stated amount of such Letter of CreditClosing Date), as applicable, no Default or Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower to the relevant Lenders and/or Issuing Banks on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicablein each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At In the case of each Credit Event that occurs after the Closing Date, at the time of and immediately after such Credit Event, no Event of Default or Default shall have occurred and be continuing or would result therefrom. (d) Such Credit Event is permitted under the terms of all Material Indebtedness. Each such Borrowing or and each issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, (i) as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.01, and (b) that the aggregate amount of the Revolving Facility Credit Exposure for which any Borrower is the borrower (in the case of Loans) or the account party (in the case of Letters of Credit) does not exceed the portion of the Borrowing Base attributable to such Borrower’s Accounts and Inventory.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent each of the representations and warranties set forth herein and in the other Loan Documents shall have receivedbe and remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such date); (b) no Default or Event of Default shall have occurred and be continuing or would occur as a Borrowingresult of such Credit Event; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Commitments; (d) in the case of a Borrowing Request as the Administrative Agent shall have received the notice required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or2.4, in the case of the issuance of any Letter of Credit the applicable L/C Issuer shall have received a duly completed Application together with any fees required to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent L/C Issuer shall have received a notice requesting written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12; and (e) such Credit Event shall not violate any Legal Requirement applicable to the issuance Administrative Agent or any Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that, any such Legal Requirement shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of an L/C Issuer, to issue or extend the expiration date of or increase the amount of any Letter of Credit as required by Section 2.05(b). (b) The representations hereunder. Each request for a Borrowing hereunder and warranties set forth each request for the issuance of, increase in the Loan Documents shall be true and correct in all material respects as amount of, or extension of such the expiration date (other than an amendmentof, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event shall be deemed to constitute be a representation and warranty by the Borrower Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) d), both inclusive, of this Section; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders with Commitments, notwithstanding the failure of the Borrowers to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist. For the avoidance of doubt, no Lender shall be required to make any Loans in the event that any of the conditions set forth in this Section 4.013.1 are not satisfied.

All Credit Events. On the date of each Borrowing (other than (i) a conversion or a continuation of a Borrowing or (ii) as set forth in Section 2.24(c) with respect to Incremental Term Loan Commitments and Incremental Revolving Credit Commitments), including each Borrowing of a Swingline Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III hereof and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties they shall be true and correct in all material respects on and as of such earlier date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) Other than in the case of an Excluded Credit Event, if such Credit Event constitutes the making of a Loan or the issuance or amendment of a Letter of Credit and after giving effect to such Credit Event, the aggregate Revolving Credit Exposure (excluding any Revolving Credit Exposure in respect of any Letter of Credit which has been cash collateralized in an amount equal to 103% or more of the maximum stated amount of such Letter of Credit) would exceed an amount equal to 35% of the aggregate Revolving Credit Commitments, the Consolidated Net Leverage Ratio as of the end of the most recently ended fiscal quarter for which internal financial statements are available (calculated on an actual basis as of the end of such fiscal quarter) shall not exceed the ratio set forth in Section 6.14 (after giving effect to any adjustment for the first two fiscal quarters ending after the consummation of a Material Acquisition, if applicable, as set forth in Section 6.14) with respect to such fiscal quarter (regardless of whether or not compliance with such ratio was in fact required as of the end of such fiscal quarter pursuant to Section 6.14). Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) and, if applicable, (d) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents Article III hereof shall be true and correct in all material respects on and as of the date of such date Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) In the case of a Revolving Facility Loan to be made to the Foreign Borrower, the Borrowers shall have demonstrated to the Administrative Agent compliance with Section 6.04(a)(i). Each Borrowing and each issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit Event without any increase in the stated amount of such Letter of Credit) made by any Borrower shall be deemed to constitute a representation and warranty by the each Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.014.02.

All Credit Events. On Section 7.1. All Credit Events" \l 2 . At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent each of the representations and warranties set forth herein and in the other Loan Documents shall have received, be and remain true and correct in all material respects (except in the case of a Borrowingrepresentation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of said time, a Borrowing Request as required by Section 2.03 except to the extent the same expressly relate to an earlier date (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Creditwhich case, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents same shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal except in the case of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (representation or warranty qualified by materiality in which case such representations and warranties representation or warranty shall be true and correct in all material respects respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event and, after giving effect to such Credit Event, the Revolving Credit Availability as then determined and computed shall be no less than $0; (c) in the case of a Borrowing the Administrative Agent shall have received the notice required by Section 1.6 hereof, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1(b) hereof, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.1(b) hereof; (d) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Administrative Agent, the L/C Issuer or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (e) no Change of Control shall have occurred as a result of (i) the termination set forth in clause (c) of the definition “Change of Control” and (ii) the Borrower’s failure to cure such Change of Control by appointing a replacement chief executive officer of the Parent reasonably acceptable to the Administrative Agent within four (4) months. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), inclusive, of this Section 4.017.1; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On the date of each Borrowing (including each Swingline Borrowing) and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b) or, in the case of a Swingline Borrowing, the Swingline Lender and the Administrative Agent shall have received a Swingline Borrowing Request as required by Section 2.04(b). (b) The representations and warranties set forth in Article III hereof (other than, if the Loan Documents date of such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit is the Closing Date, in Section 3.06) shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that, notwithstanding anything to the contrary contained herein, the only representation relating to the Borrower and its Subsidiaries and their businesses the making of which shall be a condition to Borrowing on the Closing Date, shall be (i) the representations made by Generac in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings and the Borrower have the right to terminate their obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement and (ii) the representations and warranties in Sections 3.01, 3.02, 3.03, 3.10 and 3.12 of this Agreement. (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to that the matters conditions specified in paragraphs (b) and (c) of this Section 4.014.01 shall have been satisfied on such date in accordance with the terms of such paragraphs.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such datesaid time, except to the extent such representations and warranties the same expressly relate to an earlier date (date, in which case such representations and warranties the same shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing immediately before such Credit Event or would immediately occur as a result of such Credit Event; and (dc) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.6 hereof, and the L/C Issuer shall have received (i) in the case of the issuance of any Letter of Credit, a duly completed Application for such Letter of Credit together with any fees called for by Section 2 hereof, and (ii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form reasonably acceptable to the L/C Issuer, together with any fees called for by Section 2 hereof. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), inclusive, of this Section 4.017.1; provided, however, that the Lenders may continue to make advances under the Credit, in the sole discretion of the Lenders, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.032.03 or with Section 2.04(c)(i)) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank L/C Issuer and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b)2.05. (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects (or, to the extent that any such representations and warranties are qualified by materiality, in all respects) as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, to the extent that any such representations and warranties are qualified by materiality, in all respects) as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, (i) no Event of Default or Default shall have occurred and be continuing. continuing or would result therefrom and (dii) the Revolving Facility Credit Exposure shall not exceed the lesser of (A) the Maximum Credit and (B) Borrowing Base. Each Borrowing and each other such Credit Event shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal renewal, as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.015.01.

All Credit Events. On the date of each Borrowing is made (including each Borrowing of a Swingline Loan), and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of (i) the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(d), (ii) an extension of the Revolving Commitments, the Administrative Agent shall have received notice requesting such extension and (iii) the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) After giving effect to such Credit Event, the Aggregate Revolving Exposure shall be less than or equal to the Total Revolving Commitment. (c) The representations and warranties set forth in the each Loan Documents Document shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date). (cd) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.01.

All Credit Events. On the date of each Borrowing, including each Borrowing of a Swingline Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a "Credit Event"): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III hereof or in any other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At The Borrower and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) There shall not have occurred or become known to the Administrative Agent any event or events, adverse condition or change in or affecting the Loan Parties, or any of them, that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b), (c) and (cd) (other than with respect to the knowledge of the Administrative Agent) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date or incurrence of each issuance, amendment, extension or renewal of a any Letter of CreditCredit Obligation: (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given to extent expressly provided for in accordance with the last paragraph of Section 2.03this Agreement) or, in the case of the issuance incurrence of a any Letter of CreditCredit Obligation, the applicable Issuing Bank Letter of Credit Issuer and the Administrative Agent shall have received a notice requesting the issuance incurrence of such Letter of Credit as required by Section 2.05(b)Obligation. (b) The representations and warranties set forth in the each Loan Documents Document shall be true and correct in all material respects on and as of the date of such date (other than an amendment, extension Borrowing or renewal of a Letter of Credit without any increase in the stated amount issuance of such Letter of Credit), as applicableCredit Obligation, with the same effect as though made on and as of such date, except that (i) to the extent such representations and warranties expressly relate to is made as of an earlier date (date, in which case case, such representations and warranties shall be true and correct in all material respects as of such earlier date)., and (ii) to the extent any materiality qualifier is contained in any such representations and warranties, such representations and warranties shall be accurate in all respects on and as of the date of such Borrowing or issuance of such Letter of Credit Obligation; (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount incurrence of such Letter of Credit)Credit Obligation, as applicablethe case may be, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other incurrence of a Letter of Credit Event Obligation shall be deemed to constitute constitute, as of the date thereof, (i) a representation and warranty by the each Borrower on the date of such BorrowingBorrowing or incurrence, issuance, amendment, extension or renewal as applicablethe case may be, as to the matters specified in paragraphs (b) and (c) of this Section 4.014.1, and (ii) a reaffirmation by the Borrowers of the cross-guaranty provisions set forth in Section 9.21 and of the granting and continuance of Administrative Agent’s Liens, on behalf of itself and the other Secured Parties, pursuant to the Security Documents.

All Credit Events. On the date of each Credit Event other than the initial Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditClosing Date: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit (and if requested by such Issuing Bank, a letter of credit application) as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit)date, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Default or Event of Default or Default shall have occurred and be continuing. (d) continuing or would result therefrom. Each Borrowing and each other such Credit Event (other than the initial Borrowing on the Closing Date) shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On The obligations of the Lenders to make Loans hereunder, and the obligation of the Issuing Bank to issue or amend Letters of Credit hereunder, are subject to the satisfaction of the conditions that on the date of each Borrowing and on the date of issuance of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (2.04 or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or2.11, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received or a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b2.23(c), or a notice requesting a Swingline Borrowing as required by Section 2.22(a), as applicable. (b) The representations and warranties set forth in Article III and the representations and warranties of the Borrower and the Subsidiaries set forth in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount issuance of such Letter of Credit), as applicable, Credit with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount issuance of such Letter of Credit), as applicablethe aggregate outstanding Dollar Amount of the Loans of each Class, the Swingline Exposure and the Letter of Credit Exposure shall not exceed the limitations set forth in Section 2.02. (d) At the time of and immediately after such Borrowing or the issuance or amendment of such Letter of Credit, no Default or Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing hereunder and each other issuance or amendment of a Letter of Credit Event hereunder shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date of such Borrowing, issuance, amendment, extension Borrowing or renewal as applicable, issuance of such Letter of Credit as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.014.02. For purposes of this Section 4.02, a “Borrowing” does not include a conversion or continuation of a previously outstanding Borrowing pursuant to Section 2.11.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in Article III (other than, if the Loan Documents date of such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit is the Closing Date, in Section 3.06) shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects as of such earlier date); provided that any representation or warranty that is being made on the Closing Date (but not at any time thereafter) and relates to the consents and approvals needed to consummate the Acquisition or the historical business and operations of Dictaphone, satisfaction of such representation or warranty shall be governed by satisfaction of the representation or warranty relating to such matters in the Acquisition Agreement (without giving effect to any waiver, amendment or other modification to the Acquisition Agreement in a manner adverse to the Lenders in any respect effected without the consent of the Administrative Agent); provided further that the provisions of this Section 4.01(b) shall not apply to any representation or warranty that is being made on the Closing Date (but not any time thereafter) that relates to the historical business and operations of the Borrower and its Subsidiaries (other than Dictaphone and the Subsidiaries that were subsidiaries of Dictaphone prior to the Closing Date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. ; provided that with respect to any Default or Event of Default resulting from the breach of any representation or warranty that is being made on the Closing Date (dbut not at any time thereafter) and relates to the consents and approvals needed to consummate the Acquisition or the historical business and operations of the Borrower or any Subsidiary, satisfaction of such representation or warranty shall be governed by satisfaction of the representation or warranty relating to such matters in the Acquisition Agreement. Each Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal renewal, as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing Borrowing, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b)2.21(b) or, in the case of a Swing Line Loan, the Swing Line Lender and the Administrative Agent shall have received a notice requesting such Swing Line Loan as required by Section 2.22. (b) The representations and warranties set forth in the Article III hereof and in each other Loan Documents Document shall be true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations representation and warranties shall be warranty is true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date). (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of the making of each Borrowing Loan, including the making of a Swingline Loan and on the date of each issuance or amendment of a Letter of Credit (each such event being called a “Credit Event”; it being understood that the conversion into a Eurodollar Loan, an ABR Loan, a BA Rate Loan or a Canadian Base Rate Loan or continuation of a Eurodollar Loan or BA Rate Loan does not constitute a Credit Event): (a) The Administrative Agent shall have received a notice of such Loan as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable relevant Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Default or Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower Borrowers to the relevant Lenders and/or Issuing Banks on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01. Notwithstanding anything in this Section 4.01 to the contrary, (i) the effectiveness of any Incremental Amendment shall be subject only to the conditions precedent set forth in Section 2.24(a) and to such conditions as are mutually agreed between the applicable Borrower and the Lenders party to such Incremental Amendment, (ii) the effectiveness of any Extension Offer shall be subject only to the conditions precedent set forth in Section 2.25(c) and to such conditions as are mutually agreed between the applicable Borrower and the Lenders agreeing to such Extension Offer, (iii) the effectiveness of any Refinancing Amendment shall be subject only to the conditions precedent set forth in Section 2.27(b) and such conditions as are mutually agreed between the applicable Borrower and the Lenders party to such Refinancing Amendment and (iv) the effectiveness of any amendment with respect to Replacement Term Loans shall be subject only to the absence of any Event of Default and such conditions as are mutually agreed between the applicable Borrower and the Lenders party to the applicable amendment.

All Credit Events. On the date of each Borrowing and on Credit Event (other than with respect to the date establishment of each issuanceIncremental Term Loans, amendment, extension or renewal of a Letter of Credit:which will be governed by Section 2.20): (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Revolving Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Revolving Letter of Credit as required by Section 2.05(b) (in the case of any Revolving Letter of Credit). (b) The representations and warranties set forth in Article III hereof and in the other Loan Documents and the Parent Guarantee shall be true and correct in all material respects on and as of the date of such date Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are expressly qualified by materiality (in which case such representations and warranties shall be true and correct in all respects as of the applicable date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit) shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (bi) The In the case of each Credit Event that occurs on the Closing Date, the representations and warranties made by the Seller Parties (with respect to the MHE Acquired Business in the Purchase Agreement that are material to the interests of the Lenders (but only to the extent that AcquisitionCo has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement) shall be true and correct in all material respects, and the representations and warranties made in respect of the Borrower in Sections 3.01(a) and (d), 3.02(a) and (b)(i)(B) (limited to the Borrower’s constitutive documents), 3.03, 3.10, 3.11, 3.17 (limited to creation, validity and perfection), 3.19, 3.25 and 3.26 shall be true and correct in all material respects; and (ii) in the case of each other Credit Event that occurs after the Closing Date, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At In the case of each Borrowing or other Credit Event that occurs after the Closing Date, at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) In the case of each Credit Event with respect to the Revolving Facility that occurs after the Closing Date, solely to the extent that after giving effect to such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, the Testing Condition would be satisfied on a Pro Forma Basis, then the Borrower shall have been in compliance with the Financial Covenant as of the last day of the immediately preceding fiscal quarter for which financial statements have been delivered pursuant to Section 5.04 (regardless of whether the Testing Condition was satisfied as of the last day of such prior fiscal quarter, and without giving pro forma effect to the applicable Credit Event). (e) Each Borrowing and each other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Other than during a Suspension Period (which shall be determined after giving effect to the Loans to be made or the Letter of Credit to be issued on such date), the Borrower was in compliance with the Financial Performance Covenant as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries for which the financial statements and certificates required pursuant to Section 5.04 have been delivered (without giving pro forma effect to the Loans to be made or the Letters of Credit to be issued on such date), whether or not required to have been tested on such date pursuant to Section 6.10. Each such Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.01.

All Credit Events. On The obligations of the date Lender to make its portion of each Borrowing and on the date Loan hereunder are subject to the satisfaction of each issuance, amendment, extension or renewal the following conditions as of the Closing Date (a Letter of Credit:“Credit Event”): (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Article III hereof and in each other Loan Documents Document shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)respects. (cb) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (c) The Bankruptcy Court shall have issued the Order. (d) Each Borrowing The Lender shall have received all fees and each other Credit Event shall amounts due and payable (to the extent invoiced) on the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be deemed to constitute a representation and warranty reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) This Agreement and the other Loan Documents shall have been duly executed and delivered to the Lender by the Borrower and shall be in full force and effect on the date Closing Date. Except as provided in the proviso to the preceding sentence, the Lender shall have a security interest in the Collateral of such Borrowingthe type and priority described in each Security Document. (f) The Lender shall have received a copy of, issuance, amendment, extension or renewal as applicable, a certificate as to coverage under, the matters specified insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Lender as additional insured, in paragraphs form and substance satisfactory to the Lender. (bg) There shall not have occurred any event, circumstance, change, development or effect that, individually or in the aggregate with all other events, circumstances, conditions, changes, developments or effects, has had, or would reasonably be expected to have, a Material Adverse Effect. (h) Immediately after giving effect to the Transactions, the Borrower shall have no Indebtedness or preferred stock outstanding other than Indebtedness permitted by Section 6.01. (i) The Lenders shall have executed and (c) delivered to each other the Collateral Agent Agreement, and the Lenders other than the Lender shall have executed and delivered to the Borrower duplicate originals of this Section 4.01Agreement and the other Loan Documents. Notwithstanding the confidentiality requirements contained herein, the Borrower shall provide copies of all such duplicate originals to all Lenders.

All Credit Events. On the date of each Borrowing, including each Borrowing of a Swingline Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a "CREDIT EVENT"): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.18(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.17(b). (b) The At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. (c) Each of the representations and warranties set forth in the Article III hereof or in any other Loan Documents Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) There has been no material adverse change in the condition, financial or otherwise, business, operations, assets or liabilities of the Companies, taken as a whole, since October 3, 2003. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower each Credit Party on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing) and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b).; (b) The representations and warranties set forth in the Article III and in each other Loan Documents Document shall be true and correct in all material respects as of such date (other than an amendmentrepresentations and warranties that are qualified by materiality, extension or renewal which shall be true and correct in all respects) on and as of a Letter of Credit without any increase in the stated amount date of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).; (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Default or Event of Default or Default shall have occurred and be continuing.; and (d) Prior to such Credit Event, the Administrative Agent shall have received evidence reasonably satisfactory to it (including, if necessary, supplements to any existing Form FR U-1) demonstrating that such Credit Event shall not be prohibited by any applicable Law or subject the Administrative Agent, any Issuing Bank, the Swing Line Lender or any Lender to any penalty under applicable Law. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Credit Event other than a Borrowing in which Revolving Credit Loans are refinanced with new Revolving Credit Loans (without any increase in the aggregate principal amount of Revolving Credit Loans outstanding) as contemplated by Section 2.02(e) and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:other than any Revolving Credit Loan made pursuant to Section 2.02(f): (a) The Administrative Agent shall have receivedand, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Creditwhere applicable, the applicable Issuing Fronting Bank and or the Administrative Agent Swingline Lender shall have received a notice requesting the issuance of such Letter of Credit Event as required by Section 2.05(b2.03, Section 3.01(c) and Section 2.21(b), respectively. (b) The representations and warranties set forth in the Loan Documents Article IV hereof shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (or that there are changes to the factual information contained in which case such representations and warranties shall be true and correct in all material respects as that do not reflect any violation of such earlier date)or failure to comply with any provision of this Agreement or any other Loan Document. (c) At The Borrower shall be in compliance with all the material terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Event no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.015.01. Continuations and conversions of outstanding Term Borrowings pursuant to Section 2.10 shall not be deemed to be new Borrowings for the purpose of this Section 5.01.

All Credit Events. On The obligation of Administrative Agent and Lenders to participate in any Credit Event (including any initial Credit Event) hereunder is subject to the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Creditfollowing conditions precedent: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all respects (or in all material respects if such representation or warranty is not by its terms already qualified as to materiality) as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such datesaid time, except to the extent such representations and warranties the same expressly relate relates to an earlier date (date, in which case such representations and warranties shall be and remain true and correct in all respects (or in all material respects if such representation or warranty is not by its terms already qualified as to materiality) as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (c) in the case of a Borrowing, Administrative Agent shall have received the notice required by Section 2.5; in the case of the issuance of any Letter of Credit, L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 2.12; and, in the case of an extension or increase in the amount of a Letter of Credit, L/C Issuer shall have received a written request therefor in a form acceptable to L/C Issuer together with fees called for by Section 2.12; (d) after giving effect to such Credit Event, the sum of the aggregate principal amount of Revolving Loans and L/C Obligations at any time outstanding shall not exceed the Revolving Credit Commitment in effect at such time; and (e) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to Administrative Agent or any Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (ce) of this Section 4.01Section; provided that the Revolving Credit Lenders may continue to make advances under the Revolving Facility, notwithstanding the failure of Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On As of the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent shall have received, in In the case of a Borrowing, a Borrowing Request as the Administrative Agent shall have received the notice required by Section 2.03 1.7 hereof (or a Borrowing Request shall have been deemed given or, in accordance with the last paragraph case of Swingline Loans, Section 2.03) or1.3 hereof), in the case of the issuance of a any Letter of Credit, the applicable Issuing Bank and Credit the Administrative Agent shall have received a notice requesting the issuance of such duly completed Application for a Letter of Credit as required by Section 2.05(b).and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the Administrative Agent; (b) The In the case of (i) a Borrowing of Loans that would increase the aggregate principal amount of Loans outstanding (after giving effect to concurrent repayment of Loans), (ii) a Borrowing of Eurocurrency Loans denominated in an Alternative Currency or (iii) the increase in or issuance of a Letter of Credit, each of the representations and warranties set forth in the Loan Documents Section 5 hereof shall be and remain true and correct in all material respects as of said time, except that if any such representation or warranty relates solely to an earlier date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and it need only remain true as of such date, except taking into account any amendments to such Section (including, without limitation, any amendments to the extent such representations and warranties expressly relate to an earlier Schedules referenced therein) made after the date (of this Agreement in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).accordance with the provision hereof; (c) At In the time case of and immediately (i) a Borrowing of Loans that would increase the aggregate principal amount of Loans outstanding (after such giving effect to concurrent repayment of Loans), (ii) a Borrowing of Eurocurrency Loans denominated in an Alternative Currency or issuance, amendment, extension (iii) the increase in or renewal issuance of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Default or Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; and (d) Each Borrowing and each other Such Credit Event shall be deemed not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to constitute a representation and warranty by any Bank (including, without limitation, Regulation U of the Borrower on Board of Governors of the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01Federal Reserve System).

All Credit Events. On the date of each Borrowing, including each Borrowing of a Swingline Loan but excluding the conversion of a Eurodollar Borrowing to an ABR Borrowing (or vice versa) or the continuation or conversion of the Interest Period of a Eurodollar Borrowing into another permitted Interest Period, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the each Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a joint and several representation and warranty by each of Holdings and the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On (x) the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit and (y) solely for the purpose of paragraph (b) and (c) below, the Amendment No. 1 Effective Date (each such event or date being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 2.05 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.04(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.03(b). (b) The representations and warranties set forth in the Article III and in each Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) Other than in the case of a Borrowing for the purpose of paying the Acquisition Consideration, immediately after giving effect to any such Borrowing of Loans and the use of proceeds thereof, the aggregate amount of unrestricted cash and Permitted Investments on hand at the Borrower and the Domestic Subsidiaries shall not exceed $200,000,000. (e) Immediately prior to giving effect to any such Borrowing of Loans the proceeds of which are to be used to pay the Acquisition Consideration, the full amount of the Term Loan Credit Agreement as in effect on the Amendment No. 1 Effective Date shall have been drawn. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified satisfaction of the conditions set forth in paragraphs (b), (c), (d) and (ce) of this Section 4.01Section.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said time (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date (other than an amendmentwhere not already qualified by materiality, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct otherwise in all material respects respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (c) in the case of a Borrowing the Administrative Agent shall have received the notice required by Section 2.6, in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 3.1, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer together with fees called for by Section 3.1; and (d) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Administrative Agent, the L/C Issuer or any Lender (including, without limitation, Regulation U) as then in effect. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), both inclusive, of this Section 4.01Section; provided, however, that the Lenders may continue to make advances under the Revolving Facility, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or other condition set forth above that may then exist.

All Credit Events. On the date of each Borrowing and (other than a conversion or a continuation of a Borrowing), including on the date of each issuance, amendment, extension or renewal of a Letter of Credit (other than any amendment, extension or renewal of a Letter of Credit that does not increase the face amount of such Letter of Credit:) (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.22(b). (b) The Subject to Section 2.23, the representations and warranties set forth in the Article III and in each other Loan Documents Document shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects respects, in each case on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit Event (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Creditsubject to Section 2.23), as applicable, no Default or Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On As of the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent shall have received, in In the case of a Borrowing, a Borrowing Request as the Administrative Agent shall have received the notice required by Section 2.03 1.6 hereof (or a Borrowing Request shall have been deemed given or, in accordance with the last paragraph case of Swingline Loans, Section 2.03) or1.2 hereof), in the case of the issuance of a any Letter of Credit, the applicable Issuing Bank and Credit the Administrative Agent shall have received a notice requesting the issuance of such duly completed Application for a Letter of Credit as required by Section 2.05(b).and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the Administrative Agent; (b) The In the case of (i) a Borrowing of Loans that would increase the aggregate principal amount of Loans outstanding (after giving effect to concurrent repayment of Loans), (ii) a Borrowing of Eurocurrency Loans denominated in an Alternative Currency or (iii) the increase in or issuance of a Letter of Credit, each of the representations and warranties set forth in the Loan Documents Section 5 hereof shall be and remain true and correct in all material respects as of said time, except that if any such representation or warranty relates solely to an earlier date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and it need only remain true as of such date, except taking into account any amendments to such Section (including, without limitation, any amendments to the extent such representations and warranties expressly relate to an earlier Schedules referenced therein) made after the date (of this Agreement in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).accordance with the provision hereof; (c) At In the time case of and immediately (i) a Borrowing of Loans that would increase the aggregate principal amount of Loans outstanding (after such giving effect to concurrent repayment of Loans), (ii) a Borrowing of Eurocurrency Loans denominated in an Alternative Currency or issuance, amendment, extension (iii) the increase in or renewal issuance of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Default or Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; and (d) Such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to any Bank (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System). Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs (b) and (c) of this Section 4.016.2.

All Credit Events. On The obligations of the date Lenders to make any Loans hereunder (the making of each Borrowing and on any Loans hereunder, excluding any conversion or continuation of Loans, a “Credit Event”) are subject to the date satisfaction (or waiver) of each issuance, amendment, extension or renewal of a Letter of Creditthe following conditions precedent: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth of the Borrower and each other Loan Party contained in the Article III or any other Loan Documents Document shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of the date of such dateCredit Event; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date (in which case such representations and warranties date, they shall be true and correct in all material respects as of such earlier date); provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (c) At the time of Immediately prior to and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Default or Event of Default or Default shall have occurred and be continuing. (d) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, after giving effect to the Orders and any other order of the Bankruptcy Court entered on or prior to the date of the applicable Credit Event, and shall not be enjoined, temporarily, preliminarily or permanently. (e) Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts previously agreed in writing by the Agents or the Lenders, as applicable, or otherwise required to be paid pursuant to the Loan Documents on or prior to such date and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid, in each case subject to and in accordance with the Orders; which amounts shall as required herein and otherwise may, at the election of the Borrower, be paid from the proceeds of the Loans funded on the date of such Borrowing unless required to be paid by the Borrower prior to such date. (f) The Administrative Agent and the Financing Commitment Parties shall have received a certificate, dated as of the date of the applicable Credit Event and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in paragraphs (a), (c) and (d) of this Section 4.01. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the applicable matters specified in paragraphs (ba), (c) and (cd) of this Section 4.01.

All Credit Events. On the date of each Credit Event (other than a Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Closing Date (except with respect to clause (a) below)): (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or 2.03, in the case of a Swingline Facility Borrowing, a Swingline Facility Borrowing Request shall have been deemed given in accordance with the last paragraph of as required by Section 2.032.23(b) or, in the case of the issuance of a Revolving Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Revolving Letter of Credit as required by Section 2.05(b) (in the case of any Revolving Letter of Credit). (b) The representations and warranties set forth in the Loan Documents Article III hereof shall be true and correct in all material respects (unless qualified by materiality or Material Adverse Effect, in which case the accuracy of such qualified representations and warranties shall be true and correct in all respects) on and as of the date of such date Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit) shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On The obligations of the Lenders to make Loans hereunder, and the obligation of the Issuing Bank to issue Letters of Credit hereunder, are subject to the satisfaction of the conditions that on the date of each Borrowing and on the date of issuance of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (2.04, or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b2.22(c), as applicable. (b) The representations and warranties set forth in Article III and the representations and warranties of the Consolidated Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount issuance of such Letter of Credit), as applicable, Credit with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). The Borrower may update Schedules 3.08, 3.10 and 3.18 from time to time by written notice to the Agent. (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount issuance of such Letter of Credit), as applicablethe aggregate outstanding principal amount of the Loans and the Letter of Credit Exposure shall not exceed the limitations set forth in Section 2.02. (d) At the time of and immediately after such Borrowing or the issuance of such Letter of Credit, no Default or Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing hereunder and each other issuance of a Letter of Credit Event hereunder shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension Borrowing or renewal as applicable, issuance of such Letter of Credit as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.014.02.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects where not already qualified by materiality or Material Adverse Effect, otherwise in all respects as of said time, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects as of such date (other than an amendmentwhere not already qualified by materiality or Material Adverse Effect, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct otherwise in all material respects as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event and, after giving effect to such extension of credit, the Credit Availability, as then determined and computed, shall be no less than $0; (c) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.6 hereof, and the L/C Issuer shall have received (i) in the case of the issuance of any Letter of Credit, a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof, and (ii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the L/C Issuer, together with any fees called for by Section 2.1 hereof; and (d) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Administrative Agent, the L/C Issuer or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), inclusive, of this Section 4.017.1; provided, however, that the Lenders may continue to make advances under the Credit, in the sole discretion of the Lenders, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (bi) The In the case of each Credit Event that occurs on the Closing Date, the conditions in Section 7.2(a) of the Purchase Agreement (but only with respect to representations and warranties that are material to the interests of the Lenders, and only to the extent that Borrower has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement) shall be satisfied, and the representations and warranties made in Sections 3.01(b) and (d), 3.02(a), 3.03, 3.10, 3.11, 3.17 and 3.24 shall be true and correct in all material respects; and (ii) in the case of each other Credit Event, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At In the case of each Credit Event that occurs after the Closing Date, at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) . Each such Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On As of the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative in the case of a Borrowing the Agent shall have receivedreceived the notice required by Section 1.6 hereof, in the case of a BorrowingSwing Loan, a Borrowing Request as required by Section 2.03 (or a Borrowing Request Agent shall have been deemed given received the notice required in accordance with the last paragraph of Section 2.03) or1.8 hereof, in the case of the issuance of any Letter of Credit the Agent shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required together with fees called for by Section 2.05(b).2.1 hereof; (b) The each of the representations and warranties set forth in the Loan Documents Section 6 hereof shall be and remain true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such datetime, except to the extent that any such representations and warranties expressly relate representation or warranty relates solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).time or that any change therein is not reasonably likely to have a Material Adverse Effect; (c) At the time Borrower shall be in compliance with all of the terms and immediately after such Borrowing conditions hereof, and no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing hereunder or would occur as a result of such Credit Event; and (d) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to any Bank (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System). Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) of ), both inclusive, this Section 4.017.2.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents (except in the case of any Credit Event occurring after the Closing Date, those contained in Sections 6.5 and 6.8) shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such datesaid time, except to the extent such representations and warranties the same expressly relate to an earlier date (date, in which case the same shall be true and correct as of such representations earlier date; provided that any representation and warranties warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all material respects as of such earlier date).respects; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuingcontinuing or would occur as a result of such Credit Event; and (i) in the case of a Borrowing constituting a Credit Event, the Administrative Agent shall have received the notice required by Section 1.6 or Section 1.7 hereof, (ii) in the case of the issuance of any Letter of Credit, the applicable L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof, and (iii) in the case of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form acceptable to such L/C Issuer together with fees called for by Section 2.1 hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 1.16 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each request for a Borrowing constituting a Credit Event hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower making such request on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), both inclusive, of this Section 4.01Section; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of any Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent each of the representations and warranties set forth herein and in the other Loan Documents shall have receivedbe and remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing or would occur as a Borrowingresult of such Credit Event; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the lesser of (x) the aggregate Revolving Credit Commitments and (y) the Borrowing Base as then determined and computed; (d) in the case of a Borrowing Request as the Administrative Agent shall have received the notice required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or2.5, in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application together with any fees required to be paid at such time under Section 2.13, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent L/C Issuer shall have received a notice requesting written request therefor in a form reasonably acceptable to the issuance L/C Issuer together with fees required to be paid at such time under Section 2.13; and (e) such Credit Event shall not violate any Applicable Laws applicable to the Administrative Agent, the L/C Issuer, or any Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that, any such Applicable Laws shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit as required by Section 2.05(b). (b) The representations hereunder. Each request for a Borrowing hereunder and warranties set forth each request for the issuance of, increase in the Loan Documents shall be true and correct in all material respects as amount of, or extension of such the expiration date (other than an amendmentof, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) d), both inclusive, of this Section; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist. For the avoidance of doubt, no Lender shall be required to make any Loans in the event that any of the conditions set forth in this Section 4.013.1 are not satisfied.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (bi) The In the case of each Credit Event that occurs on the Closing Date, the condition set forth in Section 7.3(a) of the Merger Agreement (without giving effect to any waiver, amendment or other modification to such condition in a manner adverse to the Lenders in any material respect effected without the consent of the Arrangers) shall be satisfied and the representations and warranties set forth made in Section 3.01, the Loan Documents last sentence of Section 3.02, Sections 3.03, 3.11, 3.12, 3.19 and 3.25 shall be true and correct in all material respects and (ii) in the case of each other Credit Event, the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Default or Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing, including each Borrowing of a Swingline Loan but excluding the conversion of a Eurodollar Borrowing to an ABR Borrowing or vice versa or the continuation or conversion of the Interest Period of a Eurodollar Borrowing into another permitted Interest Period, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a "Credit Event"): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III hereof and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) If, after giving effect to such Borrowing or the issuance of any Letter of Credit, the Aggregate Revolving Credit Exposure would exceed $110,000,000, the Administrative Agent shall have received a certificate of a Financial Officer in form and substance satisfactory to the Administrative Agent demonstrating that either (i) on the date of such Borrowing or upon the issuance of any Letter of Credit, as the case may be, the Consolidated Coverage Ratio exceeds 2.00 to 1.00 (or 2.25 to 1.00 after May 15, 2001) and the Consolidated Leverage Ratio is less than 5.75 to 1.00 (or 5.50 to 1.00 after December 31, 2000), in each case, as calculated in accordance with Section 4.03(a) of the Senior Subordinated Note Indenture or (ii) the Aggregate Revolving Credit Exposure would not exceed 90% of accounts receivable of the Borrower and its Subsidiaries as calculated in accordance with Section 4.03(b)(1) of the Senior Subordinated Note Indenture. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On As of the date time of each Borrowing and on Credit Event hereunder (including the date of each issuance, amendment, extension or renewal of a Letter of Credit:initial Credit Event): (a) The Administrative Agent shall have received, in In the case of a Borrowing, a Borrowing Request as the Agent shall have received for the account of each Bank its Notes and the notice required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or1.5 hereof and, in the case of the issuance of any Revolver Letter of Credit, the Issuing Bank shall have received a duly completed Application for the Letter of Credit and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b).Bank; (b) The Each of the representations and warranties of the Borrowers set forth in Section 5 hereof (except, in the Loan Documents case of a Refunding Borrowing only, for the representation and warranty appearing in Section 5.5 hereof) shall be and remain true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such datesaid time, except to the extent that any such representations and warranties expressly relate representation or warranty relates solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).; (c) At The Borrowers shall be in full compliance with all of the time of terms and immediately after such Borrowing conditions hereof, and no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (d) Each Borrowing and The aggregate outstanding principal amount of Revolving Obligations of each other Borrower, after giving effect to the proposed Credit Event, shall not exceed the Commitments to such Borrower then in effect; (e) In the case of the issuance of, or the increase in the amount of, a Revolver Letter of Credit the aggregate undrawn face amount of all outstanding Revolver Letters of Credit after giving effect to such proposed Credit Event shall be deemed not exceed $20,000,000; and (f) Such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to constitute a representation and warranty by any Bank (including, without limitation, Regulation U of the Borrower on Board of Governors of the date of such Borrowing, issuance, amendment, extension or renewal Federal Reserve System) as applicable, as to the matters specified then in paragraphs (b) and (c) of this Section 4.01effect.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (bi) The In the cases of each Credit Event that occurs on the Closing Date, the conditions set forth in Section 6.03(a) of the Merger Agreement (but only with respect to representations and warranties that are material to the interests of the Lenders) shall be satisfied, and the representations and warranties made in Sections 3.01, 3.02, 3.03, 3.10, 3.11, 3.12 and 3.23 shall be true and correct in all material respects; and (ii) in the case of each other Credit Event, the representations and warranties set forth in the Article III and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Default or Event of Default or Default shall have occurred and be continuing (and for the purpose of this Section “continuing. (d) ” shall mean not remedied or unwaived). Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension (other than a conversion or renewal a continuation of a Letter Borrowing) (each such event being called a “Credit Event”), the obligations of Creditthe Lenders to make any Loans hereunder are subject to the satisfaction (or waiver) of the following conditions: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth of the Borrower and each other Loan Party contained in the Article III or any other Loan Documents Document shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of the date of such dateCredit Event; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date (in which case such representations and warranties date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Default or Event of Default or Default shall have occurred and be continuing. (d) The making of such Loan shall not violate any requirement of material law applicable to the Loan Parties, after giving effect to the Orders and any other order of the Bankruptcy Court entered on or prior to the date of the applicable Credit Event, and shall not be enjoined, temporarily, preliminarily or permanently. (e) The Administrative Agent and the Lenders shall have received the fees in the amounts previously agreed in writing by the Agents or otherwise pursuant to the Loan Documents, if any, on or prior to such date and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties for which, with respect to expenses, invoices have been presented at least one Business Day prior to such date shall have been paid, in each case subject to and in accordance with the Orders; which amounts may, at the election of the Borrower, be paid from the proceeds of the Loans funded on the date of such Borrowing unless required to be paid by the Borrower prior to such date. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the applicable matters specified in paragraphs (ba) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (bi) The In the case of each Credit Event that occurs on the Closing Date, the conditions in Section 8.2(a)of the Acquisition Agreement (but only with respect to representations and warranties that are material to the interests of the Lenders) shall be satisfied, and the representations and warranties made in Sections 3.01(b) and (d), 3.02(a), 3.03, 3.10, 3.11 and 3.24 shall be true and correct in all material respects; and (ii) in the case of each other Credit Event, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At In the case of each Credit Event that occurs after the Closing Date, at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) continuing or would result therefrom. Each such Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On OnSubject to Section 1.04, on the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) . Each such Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) Credit Event: The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) . The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicablein each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At . In the case of each Credit Event that occurs after the Closing Date, at the time of and immediately after such Credit Event, no Event of Default or Default shall have occurred and be continuing or would result therefrom. Such Credit Event is permitted under the terms of all Material Indebtedness. Each such Borrowing or and each issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, (i) as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.01, and (b) that the aggregate amount of the Revolving Facility Credit Exposure for which any Borrower is the borrower (in the case of Loans) or the account party (in the case of Letters of Credit) does not exceed the portion of a Borrowing Base attributable to the applicable Loan Parties’ Accounts and Inventory.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects as (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such date (other than an amendment, extension or renewal of a Letter of Credit without any increase representation and warranty shall be true and correct in the stated amount of such Letter of Credit), as applicable, with the same effect as though made all respects) on and as of such date, in each case except to the extent such representations and warranties the same expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation and warranty shall be true and correct in all respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (c) after giving effect to any requested Credit Event, the aggregate principal amount of the Revolving Credit Exposures of all Lenders shall not exceed the lesser of (x) the Leverage Limit (as determined based on the most recent Compliance Certificate) and (y) the total Revolving Credit Commitments in effect at such time; (d) in the case of a Borrowing, the Agent shall have received the notice required by Section 2.5 hereof, in the case of the issuance of any Letter of Credit the applicable L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 hereof, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees called for by Section 2.13 hereof; (e) with respect to any Draw Term Loan made after the Second Restatement Closing Date, (i) the Draw Term Loan Termination Date shall not have occurred, (ii) the requirements set forth in clauses (a) and (b) of Section 2.1 shall have been satisfied all in form and substance reasonably satisfactory to Agent, and (iii) the proposed Acquisition shall meet all of the applicable requirements, terms and conditions set forth in the definition of “Permitted Acquisition”; and (f) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that, any such order, judgment, decree, law or regulation shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of any L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower Credit Parties on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) f), both inclusive, of this Section 4.01Section.

All Credit Events. On the date of each Borrowing (including each Swingline Borrowing) and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b) or, in the case of a Swingline Borrowing, the Swingline Lender and the Administrative Agent shall have received a Swingline Borrowing Request as required by Section 2.04(b). (b) The representations and warranties set forth in the Loan Documents Article III hereof shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to that the matters conditions specified in paragraphs (b) and (c) of this Section 4.014.01 shall have been satisfied in accordance with the terms hereof on such date in accordance with the terms of such paragraphs or waived in accordance with the terms hereof.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicablein each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At In the case of each Credit Event that occurs after the Closing Date, at the time of and immediately after such Credit Event, no Event of Default or Default shall have occurred and be continuing or would result therefrom. (d) After giving effect to such proposed Credit Event and the use of proceeds thereof, the conditions to borrowing set forth under Section 2.01(a), (b), (c) and/or (d), as applicable, are satisfied. Each such Borrowing or and each issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be were true and correct in all material respects as of with respect to such earlier date); provided, however, that solely for purposes of representations and warranties made on the Closing Date with respect to the Borrower and its Subsidiaries, such representations and warranties shall be limited in all respects to the Specified Representations. (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower Borrower, Polo Holdings and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing and Borrowing, including on the date of each issuance, amendment, extension or renewal issuance of a Letter of Credit:Credit (each event being called a "Credit Event"): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 or Section 2.04, as applicable (or a Borrowing Request such notice shall have been deemed given in accordance with Section 2.04) including on the last paragraph date of Section 2.03) or, in the case of the each issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in Article III hereof (except (i) in the Loan Documents case of a refinancing of a Standby Borrowing with a new Standby Borrowing that does not increase the aggregate principal amount of the Loans of any Lender outstanding, the representation set forth in Section 3.09(a), and (ii) in the case of a refinancing of a Competitive Borrowing with a Standby Borrowing that does not increase the aggregate principal amount of the Loans outstanding, the representation set forth in Section 3.09(a), provided that the exception contained in this clause (ii) shall be applicable only if, on the date of the applicable Competitive Borrowing, the Borrower satisfied all conditions for the making of a new Standby Borrowing that did not refinance an existing Standby Borrowing) shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At The Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of the making of each Borrowing Loan (other than as provided in Section 4.03) and on the date of each issuanceissuance of, amendmentor amendment that increases the stated amount of, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative -95- Agent shall have received a notice requesting the issuance of Request to Issue such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents Article III hereof shall be true and correct in all material respects on and as of the date of such date (other than an amendment, extension Borrowing or renewal of a Letter of Credit without any increase in issuance or amendment that increases the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension issuance or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in amendment that increases the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) All of the conditions specified in Section 4.02 shall have been satisfied or waived on the Closing Date. Each Borrowing (other than a Purpose Borrowing during the Certain Funds Period) and each other issuance of, or amendment that increases the stated amount of, a Letter of Credit Event shall be deemed to constitute a representation and warranty by the applicable Borrower (in the case of a Borrowing) and each Applicant Party (in the case of a Letter of Credit) on the date of such Borrowing, issuance, amendment, extension issuance or renewal amendment as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date The agreement of each Borrowing Lender to make any Loan constituting a Credit Event requested to be made by it on any date from and after the Funding Date (excluding Loans required to be made by the Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4), and the obligation of any Issuing Bank to issue Letters of Credit on any date on or after the date Funding Date, is subject to the satisfaction of each issuance, amendment, extension or renewal of a Letter of Creditthe following conditions precedent: (a) The Administrative Agent At the time of each such Credit Event and also after giving effect thereto, (a) no Default or Event of Default shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank occurred and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). be continuing and (b) The all representations and warranties set forth made by any Credit Party contained herein or in the Loan other Credit Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though such representations and warranties had been made on and as of the date of such date, Credit Event (except to the extent where such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be have been true and correct in all material respects as of such earlier date). (b) Prior to the making of each Loan (other than any Loan made pursuant to Section 3.4(a)), the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.1(b). (c) At Prior to the time issuance of each Letter of Credit, the Administrative Agent and immediately after such Borrowing or issuance, amendment, extension or renewal of the applicable Issuing Bank shall have received a Letter of Credit (other than an amendment, extension or renewal Application meeting the requirements of a Letter of Credit without any increase in the stated amount of such Letter of CreditSection 3.2(a), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each A representation and warranty made by the Borrower (which may be included in the Notice of Borrowing) that as of the end of the third Business Day on which such Borrowing and will be funded, the Credit Parties shall not have any Excess Cash. The acceptance of the benefits of each other Credit Event after the Effective Date shall be deemed to constitute a representation and warranty by each Credit Party to each of the Borrower on Lenders that all the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters applicable conditions specified in paragraphs (b) and (c) this Article VII above have been satisfied as of this Section 4.01that time.

All Credit Events. On As conditions precedent to the Lender's obligation to fund any Loan or issue any Letter of Credit on or after the Effective Date or to permit the continuation of any LIBOR Rate Loan as such or the conversion of any Loan to a LIBOR Rate Loan, at and as of the date of each Borrowing and on the date of each issuancesuch funding, amendment, extension continuation or renewal of a Letter of Creditconversion: (a1) The Administrative Agent shall have received, in In the case of a Borrowingan Equipment Acquisition Loan, a Borrowing Request as required by Section 2.03 (FY 2003 Expansion Line Loan, a FY 2004 Expansion Line Loan, or a Borrowing Request Working Capital Loan, the Company shall have been deemed given in accordance with the last paragraph of Section 2.03delivered a written Loan Request therefore; (2) or, in In the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent there shall have received been delivered to the Lender a notice requesting the issuance of such Letter of Credit as Application and all required by Section 2.05(b).L/C Documents relating thereto, and the Company shall be in compliance with the limits set forth in Paragraph 5(a) above; (b3) The representations and warranties set forth of the Company and its Subsidiaries contained in the Loan Documents shall be true accurate and correct complete in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).funding, continuation or conversion; (c4) At the time of There shall not have occurred and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than be continuing an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.Potential Default; (d5) Each Borrowing If such Loan is a Working Capital Loan: (i) the aggregate amount of Working Capital Loans outstanding shall not exceed the Working Capital Facility Credit Limit, and each other Credit Event (ii) Liquid Assets in an aggregate dollar amount equal to or greater than $800,000.00 shall be in accounts maintained with the Lender; and (6) If such Loan is an Equipment Acquisition Loan, a FY 2003 Expansion Line Loan, a FY 2004 Expansion Line Loan, or a Working Capital Loan, evidence satisfactory to the Lender that the proceeds of such Loan will be used for the purposes set forth in Paragraphs 1(d), 2(d), 3(d), and 4(d) above, as applicable. By delivering a Loan Request to the Lender hereunder, the Company shall be deemed to constitute a representation have represented and warranty by warranted the Borrower on accuracy and completeness of the date of such Borrowingstatements set forth in subparagraphs (b)(2) through (b)(6) above, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (in each case, other than pursuant to an Incremental Assumption Agreement): (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) as of such date (other than an amendmentdate, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableeach case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date). (c) At the time of and immediately after such each Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing, including each Borrowing of a Swingline Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). Notwithstanding the foregoing, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement as of the Restatement Date. (b) The representations and warranties set forth in the Article III hereof and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties they shall be true and correct in all material respects on and as of such earlier date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On Except in the date case of each Borrowing Acquisition Loans (which shall be subject to Section 4.03) the obligations of (a) the Lenders (including the Swingline Lender) to make Loans and on (b) any Issuing Bank to issue Letters of Credit or increase the date stated amounts of each issuanceLetters of Credit hereunder (each, amendment, extension or renewal a “Credit Event”) are subject to the satisfaction of a Letter of Creditthe following conditions: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, automatic extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Creditas permitted under Section 2.05(c)), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such the Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such the Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing (other than (i) a conversion or a continuation of a Borrowing or (ii) as set forth in Section 2.24(c) with respect to Incremental Term Loan Commitments and Incremental Revolving Credit Commitments), including each Borrowing of a Swingline Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III hereof and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties they shall be true and correct in all material respects on and as of such earlier date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing. (d) If such Credit Event constitutes the making of a Loan or the issuance or amendment of a Letter of Credit and after giving effect to such Credit Event, the aggregate Revolving Credit Exposure (excluding any Revolving Credit Exposure in respect of any Letter of Credit which has been cash collateralized in an amount equal to 103% or more of the maximum stated amount of such Letter of Credit) would exceed an amount equal to 25% of the aggregate Revolving Credit Commitments, the Consolidated Net Leverage Ratio as of the end of the most recently ended fiscal quarter for which internal financial statements are available (calculated on an actual basis as of the end of such fiscal quarter) shall not exceed the ratio set forth in Section 6.14 with respect to such fiscal quarter (regardless of whether or not compliance with such ratio was in fact required as of the end of such fiscal quarter pursuant to Section 6.14). Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) and, if applicable, (d) of this Section 4.01.

All Credit Events. On the date of the making of each Borrowing Loan and on the date of each issuanceissuance of, amendmentor amendment that increases the stated amount of, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of Request to Issue such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents Article III hereof shall be true and correct in all material respects on and as of the date of such date (other than an amendment, extension Borrowing or renewal of a Letter of Credit without any increase in issuance or amendment that increases the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension issuance or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in amendment that increases the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) All of the conditions specified in Section 4.02 shall have been satisfied or waived on the Closing Date. Each Borrowing and each other issuance of, or amendment that increases the stated amount of, a Letter of Credit Event shall be deemed to constitute a representation and warranty by the applicable Borrower (in the case of a Borrowing) and each Applicant Party (in the case of a Letter of Credit) on the date of such Borrowing, issuance, amendment, extension issuance or renewal amendment as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On The obligations of (i) the Lenders (including the Swingline Lender) to make Loans and (ii) any Issuing Bank to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit Event”) are subject to the satisfaction (or waiver in accordance with Section 10.08) of the following conditions on the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.032.03(a)) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicabledate, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time time, of and immediately after after, such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuingcontinuing or would result therefrom. (d) After giving effect to such Borrowing or such issuance of a Letter of Credit, the aggregate Revolving Facility Credit Exposure shall not exceed the lesser of (i) the Revolving Facility Commitments, reduced by a reserve for the Post-EoD Carve-Out Amount, and (ii) the Borrowing Base in effect at such time; provided, however, that for the purposes of this calculation, the Borrowing Base shall be adjusted downward to account for (A) any Reserve that the Administrative Agent or the Co-Collateral Agent has, in the Permitted Discretion of the Applicable Co-Collateral Agent, decided to establish against the Borrowing Base during the pendency of the three-Business-Day notice period prior to such Reserve taking effect and (B) any Account ceasing to be an Eligible Account or any Inventory ceasing to be Eligible Inventory because of the adjustment of or imposition of new exclusionary criteria pursuant to the last paragraph of the definition of “Eligible Account” or “Eligible Inventory,” as applicable, during the pendency of the three-Business-Day notice period prior to such exclusion taking effect. (e) After giving effect to such Borrowing or such issuance of a Letter of Credit, Excess Availability shall not be less than (i) from the Closing Date until the date that is twelve (12) months after the Closing Date, $15.0 million, or (ii) thereafter, $20.0 million. (f) The making of such Borrowing or the issuance of such Letter of Credit shall not result in the aggregate Revolving Facility Credit Exposure exceeding the amount authorized by the Interim Financing Order or the Final Financing Order, as applicable. (g) Solely with respect to Credit Events occurring on or after the date that is three (3) Business Days after the entry of the Final Financing Order, the funding of the portion of the DIP Term Loan Facility not available on the Closing Date shall have occurred. (h) Solely with respect to Credit Events occurring on or after the date that is forty-five (45) days after the entry of the Interim Financing Order (or such later date as the Administrative Agent may approve in writing in its sole discretion; provided that the Administrative Agent shall not unreasonably withhold its approval to extend such period to 60 days after the entry of the Interim Financing Order), a final order approving the Loan Documents in form and substance satisfactory to Administrative Agent in its sole discretion (as the same may be amended, supplemented or modified from time to time after entry thereof in accordance with the terms hereof, the “Final Financing Order”) (it being understood and agreed that an order entered by the Bankruptcy Court substantially in the form of the Interim Financing Order, with only such modifications as are satisfactory in form and substance to the Administrative Agent in its sole discretion shall, if entered by the Bankruptcy Court, be deemed acceptable to the Administrative Agent), (i) shall have been entered by the Bankruptcy Court and shall be in full force and effect and (ii) shall not have been (A) vacated, reversed, or stayed, or (B) amended or modified except as otherwise agreed to in writing by Administrative Agent in its sole discretion. (i) The Interim Financing Order or, after entry thereof, the Final Financing Order, shall be in full force and effect and shall not have been vacated, reversed or stayed in any respect or, except as expressly permitted by the Loan Documents, modified or amended in any manner. (j) The Cash Management Order and, after entry thereof, the SSA Order, as the case may be, shall be in full force and effect and shall not have been vacated, reversed or stayed in any respect or, except as expressly permitted by the Loan Documents, modified or amended in any manner. Each such Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs clauses (b), (c), (d), (e), (f), (g), (h), (i) and (cj) of this Section 4.01.

All Credit Events. On The obligations of the Lenders to make Loans hereunder, and the obligation of the Issuing Bank to issue Letters of Credit hereunder, are subject to the satisfaction of the conditions that on the date of each Borrowing and on the date of issuance of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent Agents shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (2.04 or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or2.11, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received or a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b2.23(c), or a notice requesting a Swingline Borrowing as required by Section 2.22(a), as applicable. (b) The representations and warranties set forth in Article III and the representations and warranties of the Borrower and the Subsidiaries set forth in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount issuance of such Letter of Credit), as applicable, Credit with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount issuance of such Letter of Credit), as applicablethe aggregate outstanding principal amount of the Loans of each Class, the Swingline Exposure and the Letter of Credit Exposure shall not exceed the limitations set forth in Sections 2.02. (d) At the time of and immediately after such Borrowing or the issuance of such Letter of Credit, no Default or Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing hereunder and each other issuance of a Letter of Credit Event hereunder shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension Borrowing or renewal as applicable, issuance of such Letter of Credit as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.014.02. For purposes of this Section 4.02, a "Borrowing" does not include a conversion or continuation of a previously outstanding Borrowing pursuant to Section 2.11.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (i) In the case of each Credit Event that occurs on the Closing Date, the representations and warranties made in Sections 3.01(a), (b) The and (d), 3.02(a), 3.03, 3.10, 3.11 and 3.24 shall be true and correct in all material respects; and (ii) in the case of each other Credit Event, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At In the case of each Credit Event that occurs after the Closing Date, at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) continuing or would result therefrom. Each such Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing under Section 2.10 or a Mandatory Borrowing), including each Borrowing of a Swingline Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02(f)) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the Article III and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification contained therein) in all respects. (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal Credit Event (and the use of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Creditproceeds thereof), as applicable, no Default or Event of Default or Default shall have occurred and be continuing. (d) . Each Borrowing and each other Credit Event after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) ), as applicable, of this Section 4.01.

All Credit Events. On the date of the making of each Borrowing Loan and on the date of each issuanceissuance of, amendmentor amendment that increases the stated amount of, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of Request to Issue such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in Article III hereof (or, in respect of credit events on the Loan Documents Closing Date only, the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.10 and 3.11 only) shall be true and correct in all material respects on and as of the date of such date (other than an amendment, extension Borrowing or renewal of a Letter of Credit without any increase in issuance or amendment that increases the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension issuance or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in amendment that increases the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) All of the conditions specified in Section 4.02 shall have been satisfied or waived on the Closing Date. (e) With respect to any U.S. Term II Loan Borrowing, no more than 15 borrowings (inclusive of such Borrowing) shall have occurred and the minimum amount of any U.S. Term II Loan Borrowings shall be $10.0 million. Each Borrowing and each other issuance of, or amendment that increases the stated amount of, a Letter of Credit Event shall be deemed to constitute a representation and warranty by the applicable Borrower on the date of such Borrowing, issuance, amendment, extension issuance or renewal amendment as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing on or after the Closing Date and including the Second Restatement Date, including each Borrowing of a Swingline Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit on or after the Closing Date (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) The representations and warranties set forth in the each Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date; provided that, with respect to any Credit Event occurring on the Closing Date only, any breach of any such representation or warranty shall not constitute a failure of this condition unless it constitutes a breach of (i) a representation or warranty made in the Purchase Agreement by the Target that is material to the interests of the Lenders but only to the extent that the Borrower has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representation or warranty in the Purchase Agreement and (ii) a representation or warranty of the Borrower set forth in any of Sections 3.01, 3.02, 3.03, 3.05 (solely with respect to financial statements of the Borrower and its consolidated Subsidiaries), 3.11, 3.12, 3.15 and 3.25 hereof. (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed, and, at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Event of Default or Default shall have occurred and be continuing; provided that, with respect to any Credit Event occurring on the Closing Date only, any Default or Event of Default arising from the breach of any representation or warranty set forth in the Loan Documents shall not constitute a failure of this condition unless it constitutes a breach of (i) a representation or warranty made in the Purchase Agreement by the Target that is material to the interests of the Lenders but only to the extent that the Borrower has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representation or warranty in the Purchase Agreement and (ii) a representation or warranty of the Borrower set forth in any of Sections 3.01, 3.02, 3.03, 3.05 (solely with respect to financial statements of the Borrower and its consolidated Subsidiaries), 3.11, 3.12, 3.15 and 3.25 hereof. (d) After giving effect to such Credit Event, the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment. (e) After giving effect to such Credit Event, the Funded L/C Exposure shall not exceed the Total Credit-Linked Deposit. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b), (c), (d) and (ce) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on Credit Event occurring after the date of each issuance, amendment, extension or renewal of a Letter of CreditRestatement Date: (a) The Administrative Agent shall have received, in In the case of a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank L/C Issuer and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b2.05, with such Borrowing Request or Letter of Credit request, as applicable, including (i) calculations demonstrating, on a Pro Forma Basis, (A) satisfaction of the condition set forth in Section 5.05(d) and (B) compliance with the Revolver Availability Test set forth in Section 7.10(c), (ii) a reasonably detailed calculation of Held Cash as of such date (both before and after giving effect to such Borrowing and the application of the proceeds thereof) and (iii) a reasonably detailed calculation demonstrating compliance with the Required Revolver Balance provisions of Section 6.17, in each case substantially in the form of Exhibit C-1A attached hereto (or such other form as may be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed)). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than in respect of an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects; provided that with respect to any Incremental Facility used to finance a Permitted Business Acquisition or permitted Material Investment, the applicable representations and warranties shall be made in accordance with the foregoing but only the Incremental Facilities Specified Representations shall be required to be true and correct in all material respects as a condition to the availability of such Incremental Facility (except to the extent such Incremental Facilities Specified Representations are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such Incremental Facilities Specified Representations shall be true and correct in all respects). (c) At Except as set forth in Section 2.15(c) with respect to Incremental Facilities used to finance a Permitted Business Acquisition or permitted Material Investment, at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuingcontinuing or would result therefrom. (d) Holdings and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the New Leverage Ratio Test giving effect to such Credit Event and the use of proceeds thereof, but without including any of the anticipated proceeds of such Credit Event in the Unrestricted Cash that is netted out in determining Senior First Lien Secured Net Debt; provided, that in determining such compliance, (i) the Loan Parties shall use the reported EBITDA for the last 12 Fiscal Months then-ended, as set forth in the monthly report most recently delivered to the Administrative Agent pursuant to Section 6.04(c) (and not the financial statements previously delivered under Section 6.04(a) or (b)), and (ii) to the extent that such Fiscal Month with respect to which the most recent monthly report pursuant to Section 6.04(c) has been received by the Administrative Agent is not the final Fiscal Month of a fiscal quarter, the New Leverage Ratio Test that shall be used in such determination shall be the New Leverage Ratio Test corresponding to the fiscal quarter-end date most recently preceding the Fiscal Month with respect to which compliance is being tested. (e) After giving pro forma effect to such Credit Event, the Revolving Facility Borrowers shall be in compliance with Section 6.17 hereof (subject to the compliance periods set forth therein, and any extensions thereto granted in accordance with the terms thereof). Each Borrowing and each other such Credit Event shall be deemed to constitute a representation and warranty by the Borrower Products and, with respect to any Borrowing by any other Revolving Facility Borrower, such other Revolving Facility Borrower, on the date of such Borrowing, issuance, amendment, extension or renewal renewal, as applicable, as to the matters specified in paragraphs clauses (b), (c) and (d) of this Section 5.05. Notwithstanding anything to the contrary set forth above in this Section 5.05, with respect to any Credit Event that is a Borrowing under one Revolving Facility that is undertaken solely for the purpose of repaying the other Revolving Facility for the purpose of complying with the requirements of Section 6.17, and such Credit Event does not result in any net increase in the aggregate principal amount of Revolving Facility Loans outstanding under the Revolving Facilities, then the satisfaction of the requirements set forth in Sections 5.05(a) (with respect solely to demonstrating compliance with Section 5.05(d)), (b) and (cd) above shall not be conditions to such Credit Event and such Credit Event shall not be deemed to constitute a representation and warranty by Products or any other Revolving Facility Borrower as to the matters specified in clauses (b) or (d) of this Section 4.015.05.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said time (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date (other than an amendmentwhere not already qualified by materiality, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct otherwise in all material respects respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (c) after giving effect to such extension of credit the aggregate principal amount of all Swingline Loans, Revolving Loans and L/C Obligations outstanding under this Agreement shall not exceed the Revolving Credit Commitments then in effect; (d) in the case of a Borrowing (other than a Swingline Loan pursuant to a Sweep to Loan Arrangement or a refunding of a Swingline Loan with a Revolving Loan pursuant to Section 2.2(b)(iii)) the Administrative Agent shall have received the notice required by Section 2.6, in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 3.1, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 3.1; and (e) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Administrative Agent, the L/C Issuer or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. (f) additionally, in the case of a Borrowing of a Delayed Draw Term Loan, the Administrative Agent shall have received immediately prior to giving effect to any such Delayed Draw Term Loan, satisfactory evidence that each of the Xxxx Acquisition Conditions have been satisfied (or will be satisfied concurrently with such Borrowing). Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) d), both inclusive, of this Section 4.01Section; provided, however, that the Lenders may continue to make advances under the Revolving Facility, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or other condition set forth above that may then exist.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said time (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date (other than an amendmentwhere not already qualified by materiality, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct otherwise in all material respects respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (c) after giving effect to such extension of credit the aggregate principal amount of all Revolving Loans and L/C Obligations outstanding under this Agreement shall not exceed the Revolving Credit Commitments; and (d) in the case of a Borrowing the Administrative Agent shall have received the notice required by Section 2.5, in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 3.1, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer together with fees called for by Section 3. 1. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (a) and (b) and (c) of this Section 4.01Section; provided, however, that the Lenders may continue to make advances under the Revolving Facility, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or other condition set forth above that may then exist.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects as (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such date (other than an amendment, extension or renewal of a Letter of Credit without any increase representation and warranty shall be true and correct in the stated amount of such Letter of Credit), as applicable, with the same effect as though made all respects) on and as of such date, in each case except to the extent such representations and warranties the same expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation and warranty shall be true and correct in all respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (c) after giving effect to any requested extension of credit, the aggregate principal amount of the Revolving Credit Exposures of all Lenders shall not exceed the lesser of (x) the Borrowing Base minus the L/C Obligations and (y) the total Revolving Credit Commitments in effect at such time; (d) in the case of a Borrowing, the Agent shall have received the notice required by Section 2.5 hereof, in the case of the issuance of any Letter of Credit the applicable L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 hereof, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees called for by Section 2.13 hereof; and (e) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that, any such order, judgment, decree, law or regulation shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of any L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower Credit Parties on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) e), both inclusive, of this Section 4.01Section.

All Credit Events. On The obligations of (i) the Lenders to make Loans and (ii) any Issuing Bank to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit Event”) are subject to the satisfaction (or waiver in accordance with Section 10.08) of the following conditions on the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.032.03(a)) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time time, of and immediately after after, such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) continuing or would result therefrom. Each such Borrowing and each other issuance, amendment, extension or renewal of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date of each issuanceL/C Credit Extension (in each case of clauses (b) and (c) below, amendmentother than in connection with Incremental Term Loans or Incremental Revolving Facility Commitments to the extent not required by the Lenders providing such Incremental Term Loans or Incremental Revolving Facility Commitments, extension or renewal of a Letter of Credit:as set forth in the applicable Incremental Assumption Agreement): (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Creditan L/C Credit Extension, the applicable Issuing Bank L/C Issuer and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Application as required by Section 2.05(b). (b) The representations and warranties set forth Except in the Loan Documents shall be true and correct in all material respects as case of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as applicableof such date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of L/C Credit Extension (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. . Each such Borrowing (dsubject to the immediately preceding paragraph) Each Borrowing and each other such L/C Credit Event Extension shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date of such Borrowing, issuance, amendment, extension Borrowing or renewal as applicable, L/C Extension as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a "Credit Event"): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.21(b). (b) The Borrower and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after such Credit Event, no Default shall have occurred and be continuing. (c) The representations and warranties set forth in the Article III hereof or in any other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing For each Revolving Credit Loan and each other Letter of Credit issuance, the Borrowing Base (as determined upon the most recent Borrowing Base Certificate delivered hereunder) shall exceed the Aggregate Revolving Credit Exposure after giving effect to such Credit Event. (e) No law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending, which does or seeks to enjoin, prohibit or restrain, the making or repayment of the Revolving Loans. (f) There shall not have occurred any event or circumstances that has had or could reasonably be expected to result in a Material Adverse Effect since March 31, 2001. (g) The Administrative Agent and the Lenders shall have received and the Administrative Agent shall be satisfied (as to form and substance) with a Borrowing Base Certificate prepared as of the Business Day immediately preceding such Credit Event. Each Credit Event and each delivery of a Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b), (c), (d), (e) and (cf) of this Section 4.01.

All Credit Events. On the date of each Borrowing and (other than a conversion or a continuation of a Borrowing), including on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.032.02) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.22(b). (b) The representations and warranties set forth in the Article III and in each other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableEvent, no Default or Event of Default or Default shall have occurred and be continuing. (d) Such Credit Event shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently. (e) With respect to the Final Borrowing, the Bankruptcy Court shall have entered the Final Order authorizing and approving the DIP Facility, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, which Final Order shall be in full force and effect and shall not have been reversed, vacated or stayed, and shall not have been amended, supplemented or otherwise modified without the prior written consent of the Administrative Agent at the direction of the Required Lenders. (f) With respect to the Final Borrowing, the Loan Parties shall have used commercially reasonably efforts to obtain private ratings for the DIP Facility from each of S&P and Xxxxx’x; provided that timely cooperation with the customary and reasonable requests of S&P and Xxxxx’x, in conferral with the Lenders, shall be deemed to be commercially reasonable. (g) Other than the Orders, there shall not exist any law, regulation, ruling, judgment, order, injunction or other restraint that prohibits, restricts or imposes a materially adverse condition on the DIP Facility or the exercise by the Collateral Agent at the direction of the Lenders of its rights as a secured party with respect to the Collateral. (h) The RSA shall not have been terminated due to revocation of the votes to accept the Prepackaged Plan by Prepetition Lenders that has the effect of causing the percentage of funded debt owned by the Requisite Consenting Lenders to fall below 662/3% of the total amount outstanding under the Prepetition Loan Documents. For the avoidance of doubt, the Requisite Consenting Lenders shall have the right to revoke their vote to accept the Prepackaged Plan as provided in the RSA. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b), (c), (d) and (cg) of this Section 4.01.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent each of the representations and warranties set forth herein and in the other Loan Documents shall have received, be and remain true and correct in all material respects (except in the case of a Borrowingrepresentation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of said time, a Borrowing Request as required by Section 2.03 except to the extent the same expressly relate to an earlier date (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Creditwhich case, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents same shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal except in the case of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (representation or warranty qualified by materiality in which case such representations and warranties representation or warranty shall be true and correct in all material respects respects) as of such earlier date).; (cb) At the time of and immediately after such Borrowing no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (c) in the case of a Borrowing the Administrative Agent shall have received the notice required by Section 1.6 hereof, in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.1 hereof; (d) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Administrative Agent, the L/C Issuer or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (e) no Change of Control shall have occurred as a result of (i) the termination set forth in clause (c) of the definition “Change of Control” and (ii) the Borrower’s failure to cure such Change of Control by appointing a replacement chief executive officer of the Company reasonably acceptable to the Administrative Agent within four (4) months. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) ), inclusive, of this Section 4.017.1; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event: (a1) The Administrative Agent shall have received, in the case of a Eurocurrency Borrowing, a Borrowing Request Eurocurrency Loan Notice as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) , or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit (and if requested by such Issuing Bank, a letter of credit application and other customary issuer documents) as required by Section 2.05(b2.05(2). (b2) The Except with respect to any Borrowing pursuant to Section 2.21 (solely when the proviso in Section 2.21(7)(b) is applicable and then only to the extent required thereby), the representations and warranties set forth in the Loan Documents shall will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit)date, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (c3) At the time of and immediately after such any Borrowing (other than a Borrowing pursuant to Section 2.21 (solely when the proviso in Section 2.21(7)(a) is applicable)) or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendmentextension not beyond the Maturity Date, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Creditthereof), as applicable, no Default or Event of Default or Default shall have occurred and be continuingcontinuing or would result therefrom. (d4) At the time after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit, as applicable, the sum of, without duplication, Revolving Loans (including Swingline Loans), unreimbursed drawings under Letters of Credit and the undrawn amount of outstanding Letters of Credit thereunder does not exceed the Line Cap. Each Borrowing and each other such Credit Event shall occurring after the Closing Date will be deemed to constitute a representation and warranty by the each Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b2), (3) and (c4) of this Section 4.01. There are no conditions, implied or otherwise, to the making of Loans after the Closing Date other than as set forth in the preceding clauses (1) through (4) of this Section 4.01 and upon satisfaction or waiver of such conditions Loans will be made by the Lenders and any applicable Letters of Credit will be issued, amended, extended or renewed.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (each such event being called a "Credit Event"): (a) The Administrative Agent shall have received, in the case received a notice of a Borrowing, a such Borrowing Request as required by Section 2.03 (or a Borrowing Request such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.05(b2.22(b). (b) The Borrower and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after such Credit Event, no Default shall have occurred and be continuing. (c) The representations and warranties set forth in the Article III hereof or in any other Loan Documents Document shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) No law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending, which does or seeks to enjoin, prohibit or restrain, the making or repayment of the Loans. (e) There shall not have occurred any event or circumstances that has had or could reasonably be expected to result in a Material Adverse Effect since September 30, 2003. Each Borrowing Credit Event and each other Credit Event delivery of a Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

All Credit Events. On At the date time of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of CreditCredit Event hereunder: (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case each of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects as of such date said time (other than an amendmentwhere not already qualified by materiality, extension or renewal of a Letter of Credit without any increase otherwise in the stated amount of such Letter of Creditall respects), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties the same expressly relate to an earlier date (date, in which case such representations and warranties they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date).; (cb) At except for the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableExisting Defaults, no Event of Default or Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (c) after giving effect to such extension of credit the aggregate principal amount of all Revolving Loans and L/C Obligations outstanding under this Agreement shall not exceed the lesser of (i) the Revolving Credit Line and (ii) the Borrowing Base as then determined and computed; and (d) in the case of a Borrowing the Bank shall have received the notice required by Section 2.8, in the case of the issuance of any Letter of Credit the Bank shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 3.1, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the Bank together with fees called for by Section 3.1. Each request for a Borrowing hereunder and each other request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower on the date of on such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) d), both inclusive, of this Section 4.01Section; provided, however, that the Bank may continue to make advances under the Revolving Facility in its sole discretion, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or other condition set forth above that may then exist.

All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit:Credit (in each case, other than pursuant to an Incremental Assumption Agreement): (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendmentdate, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicableeach case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such each Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) Each Borrowing and each other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b), (c) and (ce) of this Section 4.01. (e) At the time of and immediately after giving effect to each Borrowing and the use of proceeds thereof, the amount of Unrestricted Cash does not exceed $85,000,000.

All Credit Events. On the date The obligation of each Borrowing Lender to make each Loan, and on the date obligation of each issuance, amendment, extension or renewal of a Issuing Lender to issue each Letter of Credit:, are subject to the satisfaction of the following conditions. (a) The Administrative Agent shall have receivedreceived a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable. (b) Each of the representations and warranties made by CBS and, in the case of a Borrowingborrowing by a Subsidiary Borrower, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) orsuch Subsidiary Borrower, in the case of the issuance of a Letter of CreditArticle III, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) The representations and warranties set forth or in the Loan Documents any certificate delivered pursuant hereto, shall be true and correct in all material respects on and as of such the date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that, with respect to any Loan made or Letter of Credit issued after the Closing Date, in the event that the CBS Ratings are then A-2 or higher by S&P and P-2 or higher by Moodx'x, xxe representation in Section 3.2(b) shall be excluded from the foregoing requirement. (c) At the time of and immediately after giving effect to such Borrowing Credit Event no Default or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to such Credit Event, (i) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender's Commitment then in effect and (ii) the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrowing and each other Credit Event shall be deemed to constitute a representation and warranty by the Borrower CBS on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.014.3.