Common use of Borrower’s Certifications Clause in Contracts

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify that: i. The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; iii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not more than 3.75 to 1.00.

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and the U.S. Borrower hereby certify represents and warrants that: i. The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; ii. No event has occurred and is continuing Default or would result from the consummation Event of Default exists on such Increased Amount Date before or after giving effect to the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Defaulthereby; iii. As of the date hereof, the undersigned officer of the Borrower Representative hereby certifies that the conditions to lending specified in Section 3.02(a)(ii)(iv) of the Credit Agreement have been or will be, as the case may be, satisfied (or waived in accordance with the Credit Agreement); iv. The U.S. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for U.S. Borrower is in pro forma compliance with each of the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to covenants set forth in Section 5.03(b)(iii) or (c)(ii) 6.07 of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the last day of such Proposed Borrowing and the most recently ended Fiscal Quarter after giving effect to such Incremental Term Loan Commitments, the applicable Proposed Borrowingcalculations of which are set forth in reasonable detail on Annex A attached hereto. vi. The execution, shall delivery and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action on the part of the Borrower Representative. vii. This Agreement has been duly executed and delivered by the Borrower Representative and is the legally valid and binding obligation of the Borrower Representative, enforceable against the Borrower Representative in accordance with its respective terms, except as may be not more than 3.75 limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to 1.00or limiting creditors’ rights generally or by equitable principles relating to enforceability.

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and the Borrower hereby certify that: i. The the acquisition of Intelsat Holdings, Ltd. contemplated in the Share Purchase Agreement dated as of June 19, 2007 among Xxxxxxxx Holdings Limited, Xxxxxxxx Acquisition Limited and certain shareholders of Intelsat Holdings, Ltd., as amended, has been consummated; ii. Amendment No. 2 to the Credit Agreement, dated as of January 25, 2008 (“Amendment No. 2”) has become effective; iii. the Borrower shall have paid all reasonable out-of-pocket costs and expenses in connection with the preparation, reproduction, execution and delivery of this Agreement (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel); iv. the Borrower shall have paid all fees that it separately has agreed to be paid in connection with this Agreement; v. the Borrower shall have delivered or caused to be delivered a legal opinion from Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Borrower; vi. the Borrower and its Subsidiaries are, and after giving pro forma effect to the Borrowing contemplated hereby (and the application of proceeds therefrom) will be, in compliance with the covenant set forth in Section 11 of the Credit Agreement (without giving effect to any waiver pursuant to clause (a) thereto or any application of clause (b) thereto and regardless of whether or not the Renewed Revolving Credit Commitment has been terminated) as of the last day of the most recently ended fiscal quarter for which financial statements have been prepared and delivered after giving effect to such Incremental Loan Commitments and any Investment to be consummated in connection therewith; vii. the representations and warranties contained in the Credit Agreement and the other Loan Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; iiviii. No no event has occurred and is continuing or would result from the consummation of the Proposed proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default;Default and each of the conditions set forth in Section 7 of the Credit Agreement has been satisfied; and iiiix. the Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not more than 3.75 to 1.00.

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledgeknowledge certifies, and the Borrower hereby certify thatrepresents and warrants: i. (a) The representations and warranties contained in the Credit Agreement and the other Loan Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;. ii. (b) No event has occurred and is continuing or would result from the consummation of the Proposed proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default;. iii. Borrower has performed in all material respects all agreements (c) The execution and satisfied all conditions which delivery of this Agreement by the Credit Parties has been duly authorized, and each of this Agreement, the December 2012 Extension Amendment and each other Credit Document to which any Credit Party is a party (as such Credit Documents may be amended hereby) constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). (d) The execution, delivery and performance by the Credit Parties of this Agreement provides shall be performed will not (a) contravene any applicable provision of any material Applicable Law (including material Environmental Laws), (b) result in any breach of any of the terms, covenants, conditions or satisfied by it on provisions of, or before constitute a default under, or result in the date hereof; iv. The Interest Coverage Ratiocreation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of US Holdings, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered Borrower or any Restricted Subsidiary (other than Liens created under the Credit Documents or Liens subject to the Intercreditor Agreement) pursuant to Section 5.03(b)(iii) the terms of any material indenture (including the Existing Notes Indentures), loan agreement, lease agreement, mortgage, deed of trust or other material agreement or instrument to which US Holdings, the Borrower or any Restricted Subsidiary is a party or by which it or any of its property or assets is bound other than any such breach, default or Lien that could not reasonably be expected to result in a Material Adverse Effect, or (c)(iic) violate any provision of the Organizational Documents of US Holdings, the Borrower or any Restricted Subsidiary. (e) The execution, delivery and performance by the Credit Parties of this Agreement and the December 2012 Extension Amendment will not contravene or result in a breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, any Credit Document (including, without limitation, Sections 2.14 and 10.9 of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing Agreement), and after giving effect to this Agreement and the applicable Proposed BorrowingDecember 2012 Extension Amendment, the Incremental 2012 Term Loans shall be not less than the level set forth with respect thereto in Section 5.04(b) of Obligations under the Credit Agreement; and v. The Leverage Ratio, calculated secured by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of all liens created under the Credit Agreement Documents (which liens shall continue to be perfected and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and secured immediately after giving effect to this Agreement and the applicable Proposed BorrowingDecember 2012 Extension Amendment) and having the benefit of all guarantees made pursuant to the Guarantee, in each case to the same extent as the Obligations in respect of the 2013 Revolving Credit Commitments as in effect immediately prior to the effectiveness of this Agreement and the December 2012 Extension Amendment. Without limiting the foregoing, for purposes of clarity, the Incremental 2012 Term Loans shall for all purposes be not more than 3.75 pari passu with, and entitled to 1.00all benefits, rights, and remedies of, the existing 2017 Term Loans. (f) Each entity that is required to be a Guarantor under the Credit Agreement has executed this Agreement and the December 2012 Extension Amendment. (g) Immediately after giving effect to this Agreement, the Borrower will have $410,000,000.00 of availability to incur Incremental Loans.

Borrower’s Certifications. By its execution The Lender shall have received a duly executed certificate, in the form attached hereto as Exhibit J, upon which the Lender may conclusively rely, of this Agreement, an Authorized Officer of the undersigned officer, to Borrower (which certification may be contained in the best relevant Funding Notice) certifying on behalf of his or her knowledge, and the Borrower hereby certify that: i. The (i) the Borrower is in compliance with all applicable conditions set forth in this Article VI on and as of the proposed Funding Date, before and after giving effect to such Funding or issuance and to the application of the proceeds from any such Funding; (ii) all representations and warranties contained made by the Borrower and each other Affiliate of the Parent that is a party to any Financing Document, in the Credit this Agreement and each of the other Loan Financing Documents to which such Person is a party are true and correct in all material respects on and as of the date hereof (except with regard to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier datethat are qualified by materiality or Material Adverse Effect, in which case such representations and warranties were shall be true and correct in all material respects) on and as of such Funding Date (except with respect to representations and warranties that expressly refer only to an earlier date), before and after giving effect to such Funding and to the application of the proceeds from any such Funding; (iii) all representations and warranties made by the Borrower in the Credit Protection Insurance Policy are true and correct in all respects on and as of such Funding Date (except with respect to representations and warranties that expressly refer only to an earlier date; ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; iii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or ), before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to such Funding and to the applicable Proposed Borrowing, shall be not less than application of the level set forth proceeds from any such Funding; (iv) no Event of Default (or Default with respect thereto in Section 5.04(bto the System for which Funding is then requested or any other System that is the subject of an outstanding Loan or for which a Funding Notice is then pending) of has occurred and is continuing, or would result from such Funding; (v) since the Credit AgreementClosing Date, there has been no event or occurrence that has had, or would reasonably be expected to have, a Material Adverse Effect which is continuing; and v. The Leverage Ratio(vi) there are no mechanic’s, calculated by taking into account EBITDA for workmen’s, materialmen’s, construction or other like Liens encumbering the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or Collateral (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not more other than 3.75 to 1.00Permitted Liens).

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to officer and the best of his or her knowledge, and Borrower hereby certify that: i. The representations and warranties contained in Article 5 of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that, in each 2 Insert bracketed language if the lending institution is not already a Lender. EXHIBIT F-3 Execution Version 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; ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; iii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or Default exists before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing contemplated hereby; iii. both before and immediately after giving effect to the applicable Proposed Borrowingmaking of the Series [ ] of Incremental Term Loans, each of the conditions set forth in Section 4.02 of the Credit Agreement shall be not more than 3.75 satisfied; and iv. the Borrower is in pro forma compliance with each of the covenants set forth in Section 7.11 as of the last day of the most recently ended Fiscal Quarter and as of the date of the Proposed Borrowing (assuming for such purpose that the relevant ratios shall have been calculated taking into account all Consolidated Funded Debt outstanding on such date, Consolidated EBITDA as of the most recently completed Measurement Period and the Consolidated Interest Charges for such Measurement Period (assuming for such purpose that such Consolidated Funded Debt had been outstanding on the first day of and through the end of such Measurement Period and measuring such ratios against those for the most recently ended period in question set forth in Section 7.11)) after giving effect to 1.00[such Incremental Revolving Commitments] [Incremental Term Loan Commitments] and the extensions of credit to be made thereunder on such date.

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify certifies as of the date hereof and as of the Effective Date that: i. (a) The proceeds of the Increase Term B Loans will be used to (i) repay, redeem, defease or otherwise refinance Indebtedness under the Existing Senior Subordinated Indenture, (ii) pay any premiums or penalties, or accrued and unpaid interest, payable in connection therewith, (iii) pay reasonable fees and expenses payable in connection therewith or (iv) pay fees and expenses payable in connection with this Agreement and the transactions contemplated hereby; (b) No Default of Event of Default has occurred and is continuing or will result from the transactions contemplated under this Agreement (including from the making of the Increase Term B Loans on the Effective Date); (c) The representations and warranties of the Tribe and each Loan Party contained in the Credit Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to with the same extent effect as though made on and as of the date hereofEffective Date, except to the extent such representations and warranties specifically relate to an earlier by their terms are made as of a specified date, in which case such representations and warranties were are true and correct in all material respects on and as of such earlier datespecified date and except that the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Loan Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01 of the Loan Agreement; provided that, in any case, if a representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, the applicable materiality qualifier in this Section 3.01(c) shall be disregarded for purposes of such representation and warranty; ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; iii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii(d) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after After giving effect to the applicable Proposed Borrowingincurrence of the Increase Term B Loans on the Effective Date and the application of the proceeds thereof, shall be not less than Borrower is in compliance as of the level Effective Date with each of the financial covenants set forth with respect thereto in Section 5.04(b9.13 of the Loan Agreement for the most recently ended Fiscal Quarter on a Pro Forma Basis; (e) The request for and the incurrence of the Increase Term B Loans contemplated hereunder comply with Section 2.17(a)(iv) and (v) of the Credit Loan Agreement (as amended by this Agreement; and); v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii(f) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after After giving effect to the applicable Proposed Borrowingincurrence of the Increase Term B Loans on the Effective Date and the application of the proceeds thereof, shall be the Secured Leverage Ratio as of the Effective Date does not more than 3.75 exceed 3.00 to 1.00.1.00 on a Pro Forma Basis; (g) Calculations demonstrating in reasonable detail the Borrower’s compliance with the requirements set forth in clauses (d) and (f) above are set forth in Schedule B.

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, officer and Borrower hereby certify that: i. The representations and warranties of (i) the Parent and the Borrower contained in Article V (other than the representation and warranty contained in Section 5.04(b)) of the Credit Agreement and the (ii) each Loan Party contained in each other Loan Documents Document or in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document are true and correct in all material respects (or, if such representation or warranty is itself modified by materiality or Material Adverse Effect, it is true and correct in all respects) on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; ii. No event has occurred and is continuing Default exists as of the date of the Increase Effective Date or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Defaulthereby; iii. Borrower has performed in all material respects all agreements All fees and satisfied all conditions which expenses due to the Administrative Agent and any Lender (other than any Defaulting Lender) under the Credit Agreement provides shall be performed or satisfied by it on or before and the date hereof;other Loan Documents have been paid; and iv. The Interest Coverage Ratio[New Term Loans][New Committed Loans][New Loans] rank pari passu in right of payment with all other [Term Loans][Committed Loans][Loans] and no [New Term Loans][New Committed Loans][New Loans] are secured by or receive the benefit of any collateral, calculated by taking into account EBITDA for credit support or security that does not secure or support the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant existing [Term Loans][Committed Loans][Loans]. ______________________________ 24 Insert bracketed language if the New Lender is not already a Lender, holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect apply to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not more than 3.75 to 1.00.

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, officer and Borrower hereby certify that: i. The representations and warranties contained in the Credit Agreement and the other Loan Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were 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; ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing Borrowing, if any, contemplated hereby that would constitute a Default or an Event of Default;; and iii. Borrower has performed in all material respects all agreements and satisfied all conditions which paid to Administrative Agent the Credit Agreement provides shall be performed or satisfied by it fees payable on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant hereof referred to in Section 5.03(b)(iii) or (c)(ii2.11(a) of the Credit Agreement and Consolidated Debt all expenses payable pursuant to Section 10.2 which have accrued to the date hereof and been invoiced to Borrower. (a) The Commercial Operation Date for Borrowed Money the Quinto Project has occurred on or prior to the date hereof or (b) SunPower has paid Capacity Buy-Down Damages in respect of the Quinto Project and such payment has been applied in accordance with Section 2.13(d) of the Credit Agreement. v. The Delayed Draw Term Loan Commitments have been (a) utilized in full or (b) terminated. vi. Borrower is in pro forma compliance with the covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter after giving effect to such [New Revolving Loan Commitments] [New Term Loan Commitments], and any acquisition of an Acceptable Project, as applicable. 2 Insert bracketed language if the lending institution is not already a Lender. vii. [The project which the proceeds of the Proposed Borrowing will be used to acquire is an Acceptable Project acquired pursuant to a Permitted Acquisition Transaction and either (i) (x) the Project Owner of the Acceptable Project is not a subsidiary of the Borrower and its Subsidiaries as a Restricted Subsidiary under the Credit Agreement and (y) the aggregate principal amount of New Term Loans used by Project Owners of the day of such Proposed Borrowing and type described in clause (x) to acquire Acceptable Projects, after giving effect to the applicable Proposed BorrowingPermitted Acquisition Transaction contemplated hereunder, shall be does not less than exceed $75,000,000 or (ii) Borrower has designated such Project Owner (and each Non-Guarantor Subsidiary that owns, directly or indirectly, the level set forth with respect thereto Equity Interests in Section 5.04(bsuch Project Owner) of as a “Restricted Subsidiary” under the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not more than 3.75 to 1.00.Agreement.]3

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and each Borrower hereby certify certifies that: i. The (a) at the time of and immediately after giving effect to the Incremental Facility and the borrowings thereunder, no Event of Default under Sections 8.1(a), 8.1(g) or 8.1(h) shall have occurred and be continuing on such date; and (b) each of the representations made by the Target in the QRS Acquisition Agreement as are material to the interests of the Incremental Lenders (but only to the extent that Parent has the right to terminate its obligations under the QRS Acquisition Agreement or decline to consummate the QRS Acquisition as a result of a breach of such representations and warranties contained in warranties) (the Credit Agreement “Acquired Business Representations”) and the other Loan Documents Specified Representations (as defined below) are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof(provided, except to the extent such representations that any Acquired Business Representation or any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, (x) the definition thereof shall be the definition of “Material Adverse Effect” (as defined in the QRS Acquisition Agreement) for purposes of any Acquired Business Representation or any Specified Representation and warranties specifically relate to an earlier date, in which case such representations and warranties were (y) the same shall be true and correct in all material respects on and (as of such earlier date; ii. No event has occurred and is continuing or would result from used herein, “Specified Representations” means the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; iii. Borrower has performed representations in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money this Agreement relating to (a) organizational power and authority to enter into this Agreement; (b) due execution, delivery and enforceability of this Agreement; (c) solvency; (d) no conflicts of this Agreement with charter documents (limited to the execution, delivery and performance of this Agreement, incurrence of the Borrower Incremental Term Loans and its Subsidiaries as the granting of the day security interests in respect thereof); (e) Federal Reserve margin regulations; (f) the Investment Company Act; (g) use of such Proposed Borrowing proceeds of the Incremental Facility not violating laws against sanctioned persons (including OFAC), anti-terrorism laws (including the PATRIOT Act), anti-bribery laws (including the FCPA) and after giving effect anti-money laundering laws; (h) status of the Incremental Facility as senior debt (subject to customary Permitted Liens); and (i) the applicable Proposed Borrowing, shall be not less than perfection and required priority of the level security interests granted in the proposed collateral (subject to permitted liens in the Credit Documents) as set forth with respect thereto out in Section 5.04(b5(g) of the Credit this Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not more than 3.75 to 1.00)).

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and the U.S. Borrower hereby certify represents and warrants that: i. The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of DefaultDefault exists on the Effective Date before or after giving effect to the transactions contemplated hereby; iii. As of the date hereof, the undersigned officer of the Borrower Representative hereby certifies that the conditions to lending specified in Section 3.02(a) of the Credit Agreement have been or will be, as the case may be, satisfied (or waived in accordance with the Credit Agreement); 2 If revolver is drawn as of the effective date, new Revolving Lenders will be providing loans to the extent needed to ensure all revolving commitments are drawn ratably. iv. The U.S. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for U.S. Borrower is in pro forma compliance with each of the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to covenants set forth in Section 5.03(b)(iii) or (c)(ii) 6.07 of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the last day of such Proposed Borrowing and the most recently ended Fiscal Quarter after giving effect to such Incremental Revolving Commitments, the applicable Proposed Borrowingcalculations of which are set forth in reasonable detail on Annex A attached hereto. vi. The execution, shall delivery and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action on the part of the Borrower Representative. vii. This Agreement has been duly executed and delivered by the Borrower Representative and is the legally valid and binding obligation of the Borrower Representative, enforceable against the Borrower Representative in accordance with its respective terms, except as may be not more than 3.75 limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to 1.00or limiting creditors’ rights generally or by equitable principles relating to enforceability.

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify certifies that, as of the date hereof: i. The a) no Default or Event of Default exists on the Incremental Facility Closing Date before or after the effectiveness of such Incremental Revolving Credit Commitment Increase; b) each of the representations and warranties made by any Credit Party contained herein and in the other Credit Agreement and the other Loan Documents are is true and correct in all material respects on and as (without duplication of the date hereof to any materiality qualifiers set forth therein) with the same extent effect as though such representations and warranties had been made on and as of the date hereof, Incremental Facility Closing Date (except to the extent where such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties were shall have been true and correct in all material respects on and (without duplication of any materiality qualifiers set forth therein) as of such earlier date;); and ii. No event has occurred and c) the Borrower is continuing or would result from in compliance, on a Pro Forma Basis, with the consummation Financial Performance Covenants (for the avoidance of doubt, without regard to whether Commitments under the Revolving Credit Facility have been terminated and/or Obligations thereunder are outstanding) as of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event last day of Default; iii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended fiscal quarter for which financial statements are required to have been delivered pursuant to Section 5.03(b)(iii9.1(a) or (c)(ii9.1(b) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and (after giving effect to the applicable Proposed Borrowing, shall any Specified Transaction to be not less than the level set forth consummated in connection with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit this Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not more than 3.75 to 1.00assuming that all Incremental Revolving Credit Commitment Increases then outstanding were fully drawn).

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and the Borrower hereby certify that: i. The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty is true and correct in all respects; provided, further, that in the case of any extension of credit under any Incremental Facility in connection with any Limited Conditionality Transaction, the representations and warranties for purposes of this Section 10(i) shall be limited to the Specified Representations and equivalent representations under the applicable definitive document with respect to such Limited Conditionality Transaction to the Specified Merger Agreement Representations; 2 Insert bracketed language if the lending institution is not already a Lender. ii. No event has occurred and is continuing Default or would result from the consummation Event of Default exists on such Increased Amount Date before or after giving effect to the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default;hereby;3 and iii. As of the date hereof, the undersigned officer of the Borrower hereby certifies that the conditions to lending specified in Section 3.02(a)(ii) of the Credit Agreement have been or will be, as the case may be, satisfied (or waived in accordance with the Credit Agreement); iv. The Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for Borrower is in pro forma compliance with each of the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to covenants set forth in Section 5.03(b)(iii) or (c)(ii) 6.07 of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the last day of such Proposed Borrowing and the most recently ended Fiscal Quarter after giving effect to such [Incremental Revolving Commitments] [Incremental Term Loan Commitments], the applicable Proposed Borrowing, shall be not more than 3.75 to 1.00calculations of which are set forth in reasonable detail on Annex A attached hereto.

Borrower’s Certifications. By its execution of this Agreement, the undersigned officerofficer of the Borrower, to the best of his or her knowledge, hereby certifies, solely in his or her US-DOCS\152856056.4 capacity as an officer of the Borrower, and not in his or her individual capacity, that (the “Borrower hereby certify that:Certifications”): i. The (a) no Event of Default exists on the date hereof before and after giving effect to the Incremental Revolving Credit Commitments contemplated hereby; (b) all representations and warranties made by any Credit Party contained herein or in the other Credit Agreement and the other Loan Documents are true and correct in all material respects on (provided that any such representations and as of the date hereof to warranties which are qualified by materiality, material adverse effect or similar language are true and correct in all respects) with the same extent effect as though such representations and warranties had been made on and as of the date hereof, Effective Date after giving effect to this Agreement (except to the extent where such representations and warranties specifically (other than the representations and warranties set forth in Sections 8.17 and 8.19 of the Credit Agreement, each of which shall relate to the Effective Date (instead of the Closing Date)) expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on (provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language were and correct in all respects) as of such earlier date;); and ii. No event has occurred and is continuing or would result from (c) after giving effect to the consummation incurrence of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; iii. Incremental Revolving Credit Commitments, the Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered not incurred Indebtedness pursuant to Section 5.03(b)(iii) or (c)(ii2.14 and Section 10.01(x) of the Credit Agreement and Consolidated Debt for Borrowed Money in excess of the Borrower and its Subsidiaries as of Maximum Incremental Facilities Amount, calculated in accordance with the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) terms of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not more than 3.75 to 1.00.

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify certifies that, as of the date hereof: i. The no Default or Event of Default exists before or after giving effect to the proposed Borrowing of [Incremental Revolving Credit Loans][Series [__] Incremental Term Loans] contemplated hereby and the extensions of credit, if any, to be made on the date hereof; [3] [2] Insert bracketed language if the lending institution is not already a Lender. [3] In the case of Incremental Term Loans incurred to finance a Permitted Acquisition, this clause shall be limitedmay be waived or limited as agreed in the Joinder Agreement between the Borrower and the applicable Incremental Term Loan Lenders; in the case of the Pending Acquisition Incremental Term Loans, this clause shall be deleted. ii. the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on (except that any representation and warranty that is qualified as of the date hereof to the same extent as though made on “materiality,” “Material Adverse Effect” or similar language shall be true and as of the date hereofcorrect after giving effect to any qualification therein), except in each case to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations and warranties were they are true and correct in all material respects on and as of such earlier date; ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default;; [4] iii. the Borrower has performed is in all material respects all agreements and satisfied all conditions which pro forma compliance with each of the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to covenants set forth in Section 5.03(b)(iii) or (c)(ii) 7.11 of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the last day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement completed Measurement Period and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day date of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing; [5] and iv. [the aggregate amount of Incremental Term Loan Commitments being requested on the date hereof does not exceed (x) $1,425,000,000 minus (y) the gross proceeds of any Pending Acquisition Securities and/or Pending Acquisition Bridge Loans in an aggregate amount in excess of $340,000,000] [6] [the aggregate amount of Incremental Revolving Credit Commitments plus the aggregate amount of Incremental Term Loan Commitments incurred prior to such date (together with the [Incremental Revolving Credit Commitments][Incremental Term Loan Commitments] being requested on the date hereof, shall be but excluding the Incremental Revolving Credit Commitments and the Incremental Term Loan Commitments which became effective on the Pending Acquisition Closing Date) does not more than 3.75 to 1.00exceed in the aggregate, the greater of (x) $600,000,000 and (y) an amount such that the pro forma Senior Secured Leverage Ratio would not exceed 2.50:1.00 as of the date hereof] [7].

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and the U.S. Borrower hereby certify that: i. The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, 2 Insert bracketed language if the lending institution is not already a Lender. except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; ii. No event has occurred and is continuing Default or would result from the consummation Event of Default exists on such Increased Amount Date before or after giving effect to the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default;hereby; and iii. As of the date hereof, the undersigned officer of the Borrower Representative hereby certifies that the conditions to lending specified in Section 3.02(a)(ii)(iv) of the Credit Agreement have been or will be, as the case may be, satisfied (or waived in accordance with the Credit Agreement); iv. The U.S. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for U.S. Borrower is in pro forma compliance with each of the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to covenants set forth in Section 5.03(b)(iii) or (c)(ii) 6.07 of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the last day of such Proposed Borrowing and the most recently ended Fiscal Quarter after giving effect to such [Incremental Revolving Commitments] [Incremental Term Loan Commitments], the applicable Proposed Borrowing, shall be not more than 3.75 to 1.00calculations of which are set forth in reasonable detail on Annex A attached hereto.

Borrower’s Certifications. By its execution of this Agreement, Agreement the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify certifies that: i. (A) The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof hereof, before and after giving effect to the Series C New Term Advances, to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; ii. (B) No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing Series C New Term Advances contemplated hereby that would constitute a Default or an Event of Default; iii. (C) The Borrower has and its Subsidiaries have each performed in all material respects all agreements and satisfied all conditions which the Credit Agreement Agreement, as amended by this Agreement, or any other Loan Document provides shall be performed or satisfied by it on or before the date hereof; iv. (D) The Leverage Ratio and Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii5.03(b) or (c)(iic) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing Increased Amount Date and after giving effect to the applicable Proposed BorrowingSeries C New Term Advances (including, without limitation, the application of proceeds thereof), shall be not less than the level levels set forth with respect thereto in Section 5.04(b) 5.04 of the Credit Agreement, as amended by this Agreement; (E) Since December 31, 2012, there has been no Material Adverse Effect; and v. (F) The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of Series C New Term Advances comply in all respects with the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries Agreement, as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowingamended by this Agreement, shall be not more than 3.75 to 1.00including, without limitation, Section 2.17.

Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to officer and the best of his or her knowledge, and Borrower hereby certify that: i. The representations and warranties contained in Article 5 of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that, in each 2 Insert bracketed language if the lending institution is not already a Lender. 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; ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; iii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or Default exists before the date hereof; iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing contemplated hereby; iii. both before and immediately after giving effect to the applicable Proposed Borrowingmaking of the Series [ ] of Incremental Term Loans, each of the conditions set forth in Section 4.02 of the Credit Agreement shall be not more than 3.75 satisfied; and iv. the Borrower is in pro forma compliance with each of the covenants set forth in Section 7.11 as of the last day of the most recently ended Fiscal Quarter and as of the date of the Proposed Borrowing (assuming for such purpose that the relevant ratios shall have been calculated taking into account all Consolidated Funded Debt outstanding on such date, Consolidated EBITDA as of the most recently completed Measurement Period and the Consolidated Interest Charges for such Measurement Period (assuming for such purpose that such Consolidated Funded Debt had been outstanding on the first day of and through the end of such Measurement Period and measuring such ratios against those for the most recently ended period in question set forth in Section 7.11)) after giving effect to 1.00[such Incremental Revolving Commitments] [Incremental Term Loan Commitments] and the extensions of credit to be made thereunder on such date.