Common use of Conditions Precedent to All Credit Events Clause in Contracts

Conditions Precedent to All Credit Events. The obligation of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is subject to the further conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that time.

Conditions Precedent to All Credit Events. The In addition to the satisfaction or waiver of the conditions precedent contained in the immediately preceding Section, the obligation of the Lenders to effect any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date Event is subject to the further conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: : (a) The no Default or Event of Default shall exist as of the date of the requested Credit Event or would exist immediately after giving effect thereto; provided, however, that a LIBOR Loan may be Converted into a Base Rate Loan notwithstanding the existence of a Default or Event of Default; and (b) the representations and warranties of made or deemed made by the Borrower and each Obligor set forth in this Agreement and other Loan Party in the other Loan Documents to which any of them is a party, shall be true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of the occurrence of the requested Credit Event with the same force and effect as if made on and as of such Letter of Credit, date except to the extent any that such representations and warranties are expressly limited relate solely to an earlier date, date (in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, case such representations and warranties shall continue to be have been true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be true and correct in all respects) on and as of such specified earlier date. ) and except for changes in factual circumstances specifically and expressly permitted hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (b) The both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, with respect to the making of the Loans on the Effective Date, the Borrower shall be deemed to have represented to the Administrative Agent and the applicable Issuing Bank shall Lenders that all conditions to the making of the Loans contained in this Article V. have received (i) been satisfied. Unless set forth in writing to the case contrary, the making of an issuance, amendment, renewal or extension of its Loan by a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and Lender on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Effective Date shall constitute a representation certification by such Lender to the Administrative Agent and warranty the other Lenders that the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by each of the Obligors to each of the Lenders that all in accordance with the terms of the conditions specified in Section 5.02(a) and Section 5.02(c) this Agreement have been satisfied as of that timesatisfied.

Conditions Precedent to All Credit Events. The obligation of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Each Credit on or after the Effective Date is Event shall be subject to the further conditions precedent thatthat (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Letter Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit is issuedEvent shall be deemed a representation and warranty by Seller that such statements are then true; provided, amendedthat if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, renewed no Seller Party shall be deemed to have made a representation or extended:warranty as to the absence of such Amortization Event or Potential Amortization Event): (ai) The the representations and warranties of each Obligor set forth in this Agreement Section 5.1 are true and correct in all material respects on and as of the other Loan Documents date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Creditearlier date), except to that the extent any such representations and warranties are expressly limited to an earlier date, materiality standard in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received this clause (i) in shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the case of an issuance, amendment, renewal or extension absence of a Letter of Credit, a Letter of Credit Request as required Material Adverse Effect by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and its express terms; (ii) no event has occurred and is continuing, or would result from such other certificatesCredit Event, documents that will constitute an Amortization Event, and other papers no event has occurred and information as the applicable Issuing Bank may reasonably requestis continuing, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of or would result from such Credit are being issued.Event, that would constitute a Potential Amortization Event; and (ciii) After giving effect to (x) the issuance, amendment, renewal or extension of such Letter of Credit, Aggregate Capital plus the Dollar Equivalent of the Total LC Exposure shall L/C Undrawn Amount does not exceed the Aggregate Commitments. Purchase Limit, (dy) To the extent a Defaulting Lender exists at L/C Obligations do not exceed the time L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Letter Reinvestment. The failure of Credit Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be cash collateralized exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the extent required by Section 2.06 of this Agreement, or otherwise secured Collections prior to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default Amortization Date that shall have occurred and be continuing or would result from been applied to the issuance, amendment, renewal or extension of such Letter of Creditaffected Reinvestment. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation obligations of the Lenders to make any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is Loans are all subject to the further conditions condition precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No no Default or Event of Default shall have occurred and be continuing as of the date of the making of such Loan or would result from exist immediately after giving effect thereto; (b) the issuancerepresentations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, amendment, renewal or extension shall be true and correct on and as of the date of the making of such Letter Loan with the same force and effect as if made on and as of Credit.such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (fc) If such Letter in the case of Credit is denominated in an Alternative Currencythe borrowing of any Term Loans, the applicable Issuing Bank Administrative Agent shall have received evidence reasonably satisfactory to them that there a timely Notice of Borrowing; and (d) no Material Adverse Effect shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in arisen since the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Effective Date. Each Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation certification by the Borrower to the effect set forth in clauses (a), (b) and warranty by each (d) of the Obligors to each preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time such Loan is made that all conditions to the occurrence of the conditions specified such Credit Event contained in Section 5.02(a) and Section 5.02(c) this Article VI have been satisfied or waived as of that timepermitted hereunder.

Conditions Precedent to All Credit Events. The obligation In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1., the obligations of (i) Lenders to make any Loan and (ii) the Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter issue Letters of Credit on or after the Effective Date is are each subject to the further conditions precedent that, on : (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit is issuedor would exist immediately after giving effect thereto, amended, renewed or extended: and no violation of the limits described in Section 2.13. would occur after giving effect thereto; (ab) The the representations and warranties of made or deemed made by the Parent, the Borrower and each Obligor set forth in this Agreement and other Loan Party in the other Loan Documents to which any of them is a party, shall be true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be true and correct in all respects) on and as of the date of the making of such issuance, amendment, renewal Loan or extension date of issuance of such Letter of Credit, Credit with the same force and effect as if made on and as of such date except to the extent any that such representations and warranties are expressly limited relate solely to an earlier date, date (in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, case such representations and warranties shall continue to be have been true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be have been true and correct in all respects) on and as of such specified earlier date. ) and except for changes in factual circumstances expressly permitted hereunder, and (b) The Administrative Agent and the applicable Issuing Bank shall have received (ic) in the case of an issuancea borrowing of Revolving Loans, amendmentthe Administrative Agent shall have received a timely Notice of Revolving Loans Borrowing, renewal or extension in the case of the borrowing of the Term Loans, the Administrative Agent shall have received a timely Notice of Term Loans Borrowing, and in the case of the issuance of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons the Administrative Agent shall have received a timely request for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension issuance of such Letter of Credit. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Dollar Equivalent of Borrower shall be deemed to have represented to the Total LC Exposure shall not exceed Administrative Agent and the Aggregate Commitments. (d) To the extent a Defaulting Lender exists Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such issuance, amendment, renewal Loan or extension, such Defaulting Lender’s LC Exposure in respect issuing of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of contained in this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditArticle VI. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that timesatisfied.

Conditions Precedent to All Credit Events. The obligation obligations of the Lenders to make any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is Loans are all subject to the further conditions condition precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No no Default or Event of Default shall have occurred and be continuing as of the date of the making of such Loan or would result from exist immediately after giving effect thereto; (b) the issuancerepresentations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, amendment, renewal or extension shall be true and correct on and as of the date of the making of such Letter Loan with the same force and effect as if made on and as of Credit.such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (fc) If such Letter of Credit is denominated in an Alternative Currencyfor any Term Loan requests after the Effective Date, the applicable Issuing Bank Administrative Agent shall have received evidence reasonably satisfactory to them a certificate signed by a Responsible Officer of the Borrower, certifying that there shall not have occurred any adverse change the Loan Parties are in national or international financialcompliance with the covenants set forth in Sections 7.3(a)(ii), political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency.7.3(b) and 8.2; and (gd) The issuance, amendment, renewal or extension the Administrative Agent shall have received a timely Notice of such Letter of Borrowing. Each Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation certification by the Borrower to the effect set forth in clauses (a), (b) and warranty by each (c) of the Obligors to each preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time such Loan is made that all conditions to the occurrence of the conditions specified such Credit Event contained in Section 5.02(a) and Section 5.02(c) this Article V have been satisfied or waived as of that timepermitted hereunder.

Conditions Precedent to All Credit Events. The obligation of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Each Credit on or after the Effective Date is Event shall be subject to the further conditions precedent thatthat (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Letter Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit is issuedEvent shall be deemed a representation and warranty by Seller that such statements are then true; provided, amendedthat if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, renewed no Seller Party shall be deemed to have made a representation or extended:warranty as to the absence of such Amortization Event or Potential Amortization Event): (ai) The the representations and warranties of each Obligor set forth in this Agreement Section 5.1 are true and correct in all material respects on and as of the other Loan Documents date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Creditearlier date), except to that the extent any such representations and warranties are expressly limited to an earlier date, materiality standard in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received this clause (i) in shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the case of an issuance, amendment, renewal or extension absence of a Letter of Credit, a Letter of Credit Request as required Material Adverse Effect by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and its express terms; (ii) no event has occurred and is continuing, or would result from such other certificatesCredit Event, documents that will constitute an Amortization Event, and other papers no event has occurred and information as the applicable Issuing Bank may reasonably requestis continuing, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of or would result from such Credit are being issued.Event, that would constitute a Potential Amortization Event; and (ciii) After giving effect to (x) the issuance, amendment, renewal or extension of such Letter of Credit, Aggregate Capital plus the Dollar Equivalent of the Total LC Exposure shall L/C Undrawn Amount does not exceed the Aggregate Commitments. Purchase Limit, (dy) To the extent a Defaulting Lender exists at L/C Obligations do not exceed the time L/C Sublimit and (z) the Purchaser Interest does not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Letter Reinvestment. The failure of Credit Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be cash collateralized exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay to the extent required by Section 2.06 Administrative Agent for the benefit of this Agreement, or otherwise secured the Purchasers an amount equal to the reasonable satisfaction of Collections prior to the applicable Issuing Bank. (e) No Default or Event of Default Amortization Date that shall have occurred and be continuing or would result from been applied to the issuance, amendment, renewal or extension of such Letter of Creditaffected Reinvestment. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation obligations of the Lenders to make any Loans, and of the Issuing Bank Banks to issueissue Letters of Credit, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is are all subject to the further conditions condition precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No no Default or Event of Default shall have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit or would result from exist immediately after giving effect thereto and no violation of the issuancelimits described in Section 2.19 would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, amendmentshall be true and correct on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (c) in the case of the borrowing of any Revolving Loans and/or Term Loans, renewal or extension the Administrative Agent shall have received a timely Notice of Borrowing and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit.; (fd) If in the case of the borrowing of any Revolving Loans, no Cash Sweep Period shall then exist; and (e) no Material Adverse Effect shall have occurred or arisen since the Effective Date. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in clauses (a), (b) and (d) of the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrower shall be deemed to have represented to the Administrative Agent, the applicable Issuing Bank and the Lenders at the time such Loan is made or such Letter of Credit is denominated in an Alternative Currency, issued that all conditions to the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion occurrence of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated Event contained in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) this Article VI have been satisfied or waived as of that timepermitted hereunder.

Conditions Precedent to All Credit Events. The obligation In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1., the obligations of the Lenders to make any Issuing Bank to issue, amend, renew or extend Loans (including deemed issuancepursuant to Section 2.14.) any Letter of Credit on or after the Effective Date is are subject to the further conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: : (a) The no Default or Event of Default shall exist as of the date of the making of the Loans or would exist immediately after giving effect thereto; (b) the representations and warranties of made or deemed made by the Parent, the Borrower and each Obligor set forth in this Agreement and other Loan Party in the other Loan Documents to which any of them is a party, shall be true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of the making of such Letter Loan with the same force and effect as if made on and as of Credit, such date except to the extent any that such representations and warranties are expressly limited relate solely to an earlier date, date (in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, case such representations and warranties shall continue to be have been true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be have been true and correct in all respects) on and as of such specified earlier date. ) and except for changes in factual circumstances expressly permitted hereunder; and (bc) The the Administrative Agent shall have received a timely Notice of Term Loan Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists Lenders at the time the Loans are made that all conditions to the making of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure Loans contained in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditArticle VI. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that timesatisfied.

Conditions Precedent to All Credit Events. The In addition to the satisfaction or waiver of the conditions precedent contained in the immediately preceding Section, the effectiveness of this Agreement and the obligation of the Lenders to effect any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date Event is subject to the further conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: : (a) The no Default or Event of Default shall exist as of the date of the requested Credit Event or would exist immediately after giving effect thereto; provided, however, that a LIBOR Loan may be Converted into a Base Rate Loan notwithstanding the existence of a Default or Event of Default; and (b) the representations and warranties of made or deemed made by the Borrower and each Obligor set forth in this Agreement and other Loan Party in the other Loan Documents to which any of them is a party, shall be true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of the occurrence of the requested Credit Event with the same force and effect as if made on and as of such Letter of Credit, date except to the extent any that such representations and warranties are expressly limited relate solely to an earlier date, date (in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, case such representations and warranties shall continue to be have been true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be true and correct in all respects) on and as of such specified earlier date. ) and except for changes in factual circumstances specifically and expressly permitted hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (b) The both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). Unless set forth in writing to the contrary, the making of its Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the applicable Issuing Bank shall other Lenders that the conditions precedent for Loans set forth in Sections 5.1. and 5.2. that have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) not previously been waived by the time and on Lenders in accordance with the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 terms of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) Agreement have been satisfied as of that timesatisfied.

Conditions Precedent to All Credit Events. The obligation obligations of any Issuing Bank the Lenders to issue, amend, renew or extend (including deemed issuance) make Revolving Loans and the Term Loans and of any Letter of Credit on or after the Effective Date is Issuer to issue Letters of Credit are subject to the further conditions condition precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of each such issuanceRevolving Loan, amendment, renewal or extension and Term Loan and Date of such Letter Issuance of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of each such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. and after giving effect thereto: (ea) No no Default or Event of Default shall have occurred and be continuing continuing; (b) the representations and warranties made or would result from deemed made by the issuance, amendment, renewal or extension Borrower in this Agreement and the other Loan Documents to which it is a party shall be true and correct in all material respects on and as of the date of the making of such Letter Loan or the Date of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension Issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall not violate any Requirement have been true and accurate on and as of Law nor any policy such earlier date); (c) no event or condition having a Material Adverse Effect with respect to the Borrower has occurred since the Effective Date and (d) the Borrower is in compliance with the Borrowing Base requirements. Each Notice of the applicable Issuing Bank in effect at such time Borrowing, Continuation or Conversion, and generally applicable to letters of credit. The acceptance of the benefits of each Request for Letter of Credit delivered by the Borrower hereunder and any amendment, renewal, each borrowing of Loans or extension thereof issuance of a Letter of Credit shall constitute a representation and warranty certification by each the Borrower to the effect set forth in the preceding sentence (both as of the Obligors date of such Notice of Borrowing, Continuation or Conversion or Request for Letter of Credit and, unless the Borrower otherwise notifies the Agent prior to each the date of such borrowing or issuance, as of the Lenders that all date of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that timesuch borrowing or issuance).

Conditions Precedent to All Credit Events. The obligation In addition to satisfaction or waiver of any Issuing Bank the conditions precedent contained in Section 6.1., the obligations of the Lenders to issue, amend, renew or extend make the Loans (including deemed issuancepursuant to Section 2.14.) any Letter of Credit on or after the Effective Date is are subject to the further conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: : (a) The no Default or Event of Default shall exist as of the date of the making of the Loans or would exist immediately after giving effect thereto and (b) the representations and warranties of made or deemed made by the Parent, the Borrower and each Obligor set forth in this Agreement and other Loan Party in the other Loan Documents to which any of them is a party, shall be true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of the making of such Letter Loan with the same force and effect as if made on and as of Credit, such date except to the extent any that such representations and warranties are expressly limited relate solely to an earlier date, date (in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, case such representations and warranties shall continue to be have been true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be have been true and correct in all respects) on and as of such specified earlier date. ) and except for changes in factual circumstances expressly permitted hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (b) The both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists Lenders at the time the Loans are made that all conditions to the making of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure Loans contained in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditArticle VI. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that timesatisfied.

Conditions Precedent to All Credit Events. The Except with respect to Committed Loans made by the Lenders pursuant to Section 2.05(e), the obligation of the Lenders to make any Issuing Bank Loans or to issue, amend, renew issue or extend (including deemed issuance) any Letter of Credit under this Agreement (including any Loan made or Letter of Credit issued on or after the Effective Date initial Borrowing Date) is subject to the further conditions precedent that, that on the date of such Letter of Credit is issued, amended, renewed or extendedEvent: (a) The conditions precedent set forth in Section 3.01 shall have theretofore been satisfied; (b) The representations and warranties of each Obligor set forth in (i) Article IV of this Agreement (other than the representation set forth in Section 4.07), (ii) Article III of the KMEP Guaranty (other than any such representation as to the absence of a material adverse change) and the ETP Guaranty (other than any such representation as to the absence of a material adverse change, in each case, and (iii) an Other Guaranty Agreement (as defined in the other Loan Documents shall Guaranty) shall, in each case, be true and correct in all material respects (except other than those representations and warranties that are subject to the extent qualified by a materiality or reference to Material Adverse Effectqualifier, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of, and as if such representations and warranties were made on, the Borrowing Date of the proposed Loan or issuance of the proposed Letter of Credit, as the case may be (unless such representation and warranty expressly relates to an earlier date in which case they are true and correct as of such specified earlier date. (b) The ), and by the Company’s delivery of a Borrowing Request, the Company and each Guarantor shall be deemed to have certified to the Administrative Agent and the applicable Issuing Bank Lenders that such representations and warranties are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall have received (i) be true and correct in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued.all respects); (c) After giving effect to The Company shall have complied with the issuanceprovisions of Section 2.03 or Section 2.04, amendment, renewal or extension of such Letter of Credit, as the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments.case may be; and (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditEvent. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by each of the Obligors Company to each of the Lenders that all of the conditions specified in this Section 5.02(a) and Section 5.02(c) have been satisfied 3.02 above exist as of that time.

Conditions Precedent to All Credit Events. The agreement of each Lender to make any Loan requested to be made by it on any 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, amend, renew or extend (including deemed issuance) any Letter issue Letters of Credit on or after the Effective Date any date, is subject to the further satisfaction of the following conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extendedprecedent: (a) The At the time of each such Credit Event and also after giving effect thereto, (a) no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing and (b) all representations and warranties of each Obligor set forth in this Agreement and made by any Credit Party contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (except to the extent qualified by unless such representation or warranty contains a materiality or reference to Material Adverse Effect, qualifier in which case such applicable representation and or warranty shall be true and correct in all respects) on and with the same effect as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such issuanceCredit Event (except where such representations and warranties expressly relate to an earlier date, amendment, renewal or extension of such Letter of Credit, in which case such representations and warranties shall continue to be have been true and correct in all material respects (except to the extent qualified by unless such representation or warranty contains a materiality or reference to Material Adverse Effect, qualifier in which case such applicable representation and or warranty shall be true and correct in all respects) as of such specified earlier date). (b) The 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 2.3(a). (c) Prior to the issuance of each Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Application meeting the requirements of Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments3.2(a). (d) To With respect to the extent a Defaulting Lender exists at initial Borrowing only, prior to the time making of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative CurrencyLoan, the applicable Issuing Bank Administrative Agent shall have received evidence reasonably satisfactory from Borrower a certificate executed and delivered by an Authorized Officer, demonstrating that, after giving pro forma effect to them that there shall not have occurred any adverse change in national or international financialsuch Borrowing, political or economic conditions or currency exchange rates or exchange controls which, in the opinion ratio (expressed as a percentage) of (i) Consolidated Total Debt as of such applicable Issuing Bank, would make it impractical for such Letter of Credit date to be denominated in the relevant Alternative Currency. (gii) The issuance, amendment, renewal or extension Capitalization as of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable date, is less than or equal to letters of credit55%. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event after the Closing Date shall constitute a representation and warranty by each of the Obligors Credit Party to each of the Lenders that all of the applicable conditions specified in Section 5.02(a) and Section 5.02(c) 7 above have been satisfied as of that time.

Conditions Precedent to All Credit Events. The agreement of each Lender to make any Loan requested to be made by it on any 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, amend, renew or extend (including deemed issuance) any Letter issue Letters of Credit on or after the Effective Date any date, is subject to the further satisfaction of the following conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extendedprecedent: (a) The At the time of each such Credit Event and also after giving effect thereto, (a) no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing and (b) all representations and warranties of each Obligor set forth in this Agreement and made by any Credit Party contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (except to the extent qualified by unless such representation or warranty contains a materiality or reference to Material Adverse Effect, qualifier in which case such applicable representation and or warranty shall be true and correct in all respects) on and with the same effect as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such issuanceCredit Event (except where such representations and warranties expressly relate to an earlier date, amendment, renewal or extension of such Letter of Credit, in which case such representations and warranties shall continue to be have been true and correct in all material respects (except to the extent qualified by unless such representation or warranty contains a materiality or reference to Material Adverse Effect, qualifier in which case such applicable representation and or warranty shall be true and correct in all respects) as of such specified earlier date). (b) The other than with respect to the Closing Date Loans, (i) (A) Consolidated Cash Balance as of the day of the Notice of Borrowing and (B) the pro forma Consolidated Cash Balance as of the end of the fifth Business Day after giving effect to such Credit Event and the application of the proceeds thereof may not exceed $20,000,000, and (ii) Borrower must be in compliance, both before and after giving effect to such Credit Event on a pro forma basis, with Section 9.18 and Section 10.9 (and if required by the Administrative Agent, shall certify as to such compliance either in a certificate of an Authorized Officer or in the applicable Notice of Borrowing). (c) 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 2.3(a). (d) Prior to the issuance of each Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Application meeting the requirements of Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit3.2(a). The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event after the Closing Date shall constitute a representation and warranty by each of the Obligors Credit Party to each of the Lenders that all of the applicable conditions specified in Section 5.02(a) and Section 5.02(c) 7 above have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the date hereof and of the Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date date hereof is subject to the further conditions precedent that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) The conditions precedent set forth in Section 5.01 shall have theretofore been satisfied. (b) The representations and warranties of each Obligor set forth in this Agreement Article VI and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effectas of, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of if such representations and warranties were made on, the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any as applicable (unless such representations representation and warranties are warranty expressly limited relates to an earlier date, in which case, on case such representation and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties warranty shall continue to be true and correct in all material respects (except as of such earlier date), and the Obligors shall be deemed to have certified to the extent qualified by materiality or reference to Material Adverse Effect, in which case Administrative Agent and the Lenders that such applicable representation representations and warranty shall be warranties are true and correct in all respects) as material respects by a Borrower’s delivery of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of a Borrowing, a Borrowing Request or (ii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter notice thereof. (c) The Administrative Agent shall have received (i) in the case of Credit a Borrowing, a duly executed Borrowing Request as required by Section 3.01(b) by the time and on the Business Day specified in under Section 3.01(b) 2.02, and (ii) such other certificates, documents and other papers and information as in the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account case of whom Letters of Credit are being issued. (c) After giving effect to the an issuance, amendment, renewal or extension of such a Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent notice thereof as required by Section 2.06 of this Agreement3.01(b) not later than 11:00 a.m., or otherwise secured to New York City time, three Business Days before the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If date such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currencyissued, amended, renewed or extended. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Each Credit on or after the Effective Date is Event shall be subject to the further conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The the Servicer shall have delivered to the Agents on or prior to the date of such Credit Event, in form and substance satisfactory to the Agents, all Monthly Reports as and when due under Section 6.5; (b) on the date of each such Credit Event, the following statements shall be true both before and after giving effect to such Credit Event (and acceptance of the proceeds of the applicable Incremental Purchase or Reinvestment or issuance of a Letter of Credit shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and Section 3.1 are correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension Credit Event as though made on and as of such Letter of Creditdate; provided, such representations however, that the representation and warranties shall continue to warranty set forth in Section 3.1(k) need only be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date.the date of the initial Credit Event hereunder; (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) no event has occurred, or would result from such Credit Event, that will constitute a Servicer Default, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Servicer Default; and (iii) the Stated Liquidity Termination Date shall not have occurred, the aggregate Credit Exposure shall not exceed the Purchase Limit and the Effective Receivable Interest shall not exceed 100%; and (iv) if there are any Purchasers (other than USF Assurance) that hold Receivable Interests at such time or will hold Receivable Interests after giving effect to such Credit Event, the aggregate amount of such other certificates, documents and other papers and information as Purchasers’ Capital shall at least equal 50% of the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect Aggregate Capital after giving effect to Persons for the account of whom Letters of such Credit are being issuedEvent. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank Administrative Agent shall have received evidence such other approvals, opinions or documents as any Agent may reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currencyrequest. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the date hereof and of the Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date date hereof is subject to the further conditions precedent that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) The conditions precedent set forth in Section 5.01 shall have theretofore been satisfied. (b) The representations and warranties of each Obligor set forth in this Agreement Article VI and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effectas of, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of if such representations and warranties were made on, the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any as applicable (unless such representations representation and warranties are warranty expressly limited relates to an earlier date, in which case, on case such representation and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties warranty shall continue to be true and correct in all material respects (except as of such earlier date), and the Obligors shall be deemed to have certified to the extent qualified by materiality or reference to Material Adverse Effect, in which case Administrative Agent and the Lenders that such applicable representation representations and warranty shall be warranties are true and correct in all respects) as material respects by a Borrower’s delivery of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of a Borrowing, a Borrowing Request or (ii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter notice thereof. (c) The Administrative Agent shall have received (i) in the case of Credit a Borrowing, a duly executed Borrowing Request as required by Section 3.01(b) by the time and on the Business Day specified in under Section 3.01(b) 2.02, and (ii) such other certificates, documents and other papers and information as in the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account case of whom Letters of Credit are being issued. (c) After giving effect to the an issuance, amendment, renewal or extension of such a Letter of Credit, a notice thereof as required by Section 3.01(b) not later than 11:00 a.m., New York City time, three Business Days before the Dollar Equivalent date such Letter of the Total LC Exposure shall not exceed the Aggregate CommitmentsCredit is to be issued, amended, renewed or extended. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of CreditCredit Event. (fe) If such Letter of Credit is denominated in an Alternative Currency, The Administrative Agent and the applicable Issuing Bank Lenders shall have received evidence such other approvals, opinions or documents as the Administrative Agent or the Required Lenders may reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditrequest. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in this Section 5.02(a) and Section 5.02(c) 5.03 above have been satisfied as of that time.

Conditions Precedent to All Credit Events. The agreement of each Lender to make any Loan requested to be made by it on any 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, amend, renew or extend (including deemed issuance) any Letter issue Letters of Credit on or after the Effective Date any date, is subject to the further satisfaction of the following conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extendedprecedent: (a) The At the time of each such Credit Event and also after giving effect thereto, (a) no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing and (b) all representations and warranties of each Obligor set forth in this Agreement and made by any Credit Party contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (except to the extent qualified by unless such representation or warranty contains a materiality or reference to Material Adverse Effect, qualifier in which case such applicable representation and or warranty shall be true and correct in all respects) on and with the same effect as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such issuanceCredit Event (except where such representations and warranties expressly relate to an earlier date, amendment, renewal or extension of such Letter of Credit, in which case such representations and warranties shall continue to be have been true and correct in all material respects (except to the extent qualified by unless such representation or warranty contains a materiality or reference to Material Adverse Effect, qualifier in which case such applicable representation and or warranty shall be true and correct in all respects) as of such specified earlier date). (bi) The Consolidated Cash Balance as of the day of the Notice of Borrowing and (ii) the pro forma Consolidated Cash Balance as of the end of the fifth Business Day after giving effect to such Credit Event and the application of the proceeds thereof may not exceed $20,000,000. (c) 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 2.3(a). (d) Prior to the issuance of each Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Application meeting the requirements of Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit3.2(a). The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event after the Closing Date shall constitute a representation and warranty by each of the Obligors Credit Party to each of the Lenders that all of the applicable conditions specified in Section 5.02(a) and Section 5.02(c) 7 above have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the Effective Date and of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is subject to the further conditions precedent that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and and, if applicable, the applicable Swingline Lender or the applicable Issuing Bank Bank, shall have received (i) in the case of a Borrowing, a Borrowing Request by the time and on the Business Day specified in Section 2.02, (ii) in the case of a Swingline Borrowing, a Swingline Borrowing Request as required by Section 2.03(b) by the time and on the Business Day specified in Section 2.03(b) and (iii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued). (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the date hereof and of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date date hereof is subject to the further conditions precedent that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) The conditions precedent set forth in Section 5.01 shall have theretofore been satisfied or waived in accordance with Section 11.01. (b) The representations and warranties of each Obligor set forth in this Agreement Article VI and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effectas of, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of if such representations and warranties were made on, the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any as applicable (unless such representations representation and warranties are warranty expressly limited relates to an earlier date, in which case, on case such representation and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties warranty shall continue to be true and correct in all material respects (except as of such earlier date), and the Obligors shall be deemed to have certified to the extent qualified by materiality or reference to Material Adverse Effect, in which case Administrative Agent and the Lenders that such applicable representation representations and warranty shall be warranties are true and correct in all respectsmaterial respects by a Borrower’s delivery of (i) as in the case of such specified earlier datea Borrowing, a Borrowing Request or (ii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a notice thereof. (bc) The Administrative Agent and and, if applicable, the applicable Swingline Lender or the applicable Issuing Bank Bank, shall have received (i) in the case of a Borrowing, a Borrowing Request by the time and on the Business Day specified in Section 2.02, (ii) in the case of a Swingline Borrowing, a Swingline Borrowing Request as required by Section 2.03(b) by the time and on the Business Day specified in Section 2.03(b) and (iii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments). (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditEvent. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(aparagraphs (b) and (d) of this Section 5.02(c) 5.02 have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation of the Banks to make any Issuing Bank to issueAdvance, amendincluding, renew or extend (including deemed issuance) any Letter of Credit on or after without limitation, the Effective Date initial Advance, is subject to the further conditions precedent that, that on the date of such Letter of Credit is issued, amended, renewed or extendedEvent: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents Article V shall be true and correct in all material respects as of, and as if such representations and warranties were made on, the date of the proposed Advance (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case unless such applicable representation and warranty shall be expressly relates to an earlier date or is no longer true and correct in all respects) on solely as a result of transactions permitted by the Loan Documents), and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except Company shall be deemed to have certified to the extent any Agent and the Banks that such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as submitting a Notice of such specified earlier dateAdvance. (b) The Administrative Agent and the applicable Issuing Bank Company shall have received (i) in complied with the case provisions of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued2.03 hereof. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from such Credit Event. (d) No Material Adverse Effect shall have occurred in the issuanceconsolidated financial condition of the Company and its consolidated Subsidiaries since the delivery of the most recent financial statements delivered pursuant to Section 6.01(b). (e) the Agent shall have received the most recent unqualified report and opinion on the Company's financial statements issued by KPMG Peat Marwick LLP, amendment, renewal or extension other independent certified public accountant of such Letter of Creditrecognized national standing. (f) If such Letter of Credit is denominated in an Alternative CurrencyExcept for any foreign Subsidiaries, all Persons that have become Material Subsidiaries subsequent to the applicable Issuing Bank Execution Date shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currencyexecuted this Agreement. (g) The issuanceAgent shall have received such other approvals, amendment, renewal opinions and documents as the Agent or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditBanks may reasonably request. The acceptance of the benefits of each Letter of such Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by the Company to the Agent and each of the Obligors to each of the Lenders Banks that all of the conditions specified in this Section 5.02(a) and Section 5.02(c) have been satisfied above exist as of that time.

Conditions Precedent to All Credit Events. The obligation In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1., the obligations of (i) Lenders to make any Loan and (ii) the Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter issue Letters of Credit on or after the Effective Date is are each subject to the further conditions precedent that, on : (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit is issuedor would exist immediately after giving effect thereto, amended, renewed or extended: and no violation of the limits described in Section 2.15. would occur after giving effect thereto; (ab) The the representations and warranties of made or deemed made by the Parent, the Borrower and each Obligor set forth in this Agreement and other Loan Party in the other Loan Documents to which any of them is a party, shall be true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be true and correct in all respects) on and as of the date of the making of such issuance, amendment, renewal Loan or extension date of issuance of such Letter of Credit, Credit with the same force and effect as if made on and as of such date except to the extent any that such representations and warranties are expressly limited relate solely to an earlier date, date (in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, case such representations and warranties shall continue to be have been true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be have been true and correct in all respects) on and as of such specified earlier date. ) and except for changes in factual circumstances expressly permitted hereunder, and (b) The Administrative Agent and the applicable Issuing Bank shall have received (ic) in the case of an issuancea borrowing of Revolving Loans, amendmentthe Administrative Agent shall have received a timely Notice of Revolving Loans Borrowing, renewal or extension in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing, in the case of the borrowing of Term Loans, the Administrative Agent shall have received a timely Notice of Term Loans Borrowing, and in the case of the issuance of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons the Administrative Agent shall have received a timely request for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension issuance of such Letter of Credit. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Dollar Equivalent of Borrower shall be deemed to have represented to the Total LC Exposure shall not exceed Administrative Agent, the Aggregate Commitments. (d) To Issuing Bank and the extent a Defaulting Lender exists Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such issuance, amendment, renewal Loan or extension, such Defaulting Lender’s LC Exposure in respect issuing of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of contained in this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditArticle VI. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that timesatisfied.

Conditions Precedent to All Credit Events. The In addition to the satisfaction or waiver of the conditions precedent contained in the immediately preceding Section, the effectiveness of this Agreement and the obligation of the Lenders to effect any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date Event is subject to the further conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: : (a) The no Default or Event of Default shall exist as of the date of the requested Credit Event or would exist immediately after giving effect thereto; provided, however, that a LIBOR Loan may be Converted into a Base Rate Loan notwithstanding the existence of a Default or Event of Default; and (b) the representations and warranties of made or deemed made by the Borrower and each Obligor set forth in this Agreement and other Loan Party in the other Loan Documents to which any of them is a party, shall be true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of the occurrence of the requested Credit Event with the same force and effect as if made on and as of such Letter of Credit, date except to the extent any that such representations and warranties are expressly limited relate solely to an earlier date, date (in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, case such representations and warranties shall continue to be have been true and correct in all material respects (except to in the extent case of a representation or warranty qualified by materiality or reference to Material Adverse Effectmateriality, in which case such applicable representation and or warranty shall be true and correct in all respects) on and as of such specified earlier date. ) and except for changes in factual circumstances specifically and expressly permitted hereunder. ; (b) The Administrative Agent and the applicable Issuing Bank shall have received (ic) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of any Credit Request as required by Section 3.01(b) by Event occurring during the time and period commencing on the Business Day specified date immediately following the Amendment Period Expiration Date and ending on the Post-Amendment Period Compliance Date, the Borrower shall have delivered to the Administrative Agent evidence of the Borrower’s compliance with the financial covenants set forth in Sections 9.1 (each as adjusted pursuant to the last paragraph of Section 3.01(b9.1) using pro forma projections based upon results through the most recently ended period for which such financial information is available to the Borrower, (d) in the case of any Credit Event occurring during the Amendment Period and (ii) such other certificatescontinuing thereafter until the Post-Amendment Period Compliance Date, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After upon giving effect to the issuance, amendment, renewal or extension of such Letter of CreditCredit Event, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit Borrower shall be cash collateralized to in compliance with the extent required by Section 2.06 of this AgreementAmendment Period Incurrence Conditions, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. and (e) No Default in the case of any Credit Event occurring on or Event of Default after May 29, 2021, the Initial Mortgage Collateral Requirement shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of been satisfied. Each Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty certification by each the Borrower to the effect set forth in the preceding sentence (both as of the Obligors to each date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). Unless set forth in writing to the contrary, the making of its Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that all of the conditions specified precedent for Loans set forth in Section 5.02(a) Sections 5.1. and Section 5.02(c) 5.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied as of that timesatisfied.

Conditions Precedent to All Credit Events. The obligation of the Banks to make any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date Advance is subject to the further conditions precedent that, that on the date of such Letter of Credit is issued, amended, renewed or extendedEvent: (a) The conditions precedent set forth in Section 5.01 shall have theretofore been satisfied or waived. (b) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents Article VI shall be true and correct in all material respects as of, and as if such representations and warranties were made on, the date of the proposed Advance (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case unless such applicable representation and warranty shall be expressly relates to an earlier date or is no longer true and correct in all respects) on solely as a result of transactions permitted by the Loan Documents), and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except Company shall be deemed to have certified to the extent any Agent and the Banks that such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as submitting a Notice of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issuedAdvance. (c) After giving effect to The Company shall have complied with the issuance, amendment, renewal or extension provisions of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate CommitmentsSection 2.03 hereof. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from such Credit Event. (e) No Material Adverse Effect shall have occurred since the issuance, amendment, renewal or extension delivery of such Letter of Creditthe most recent financial statements delivered pursuant to Section 7.01(b). (f) If such Letter of Credit is denominated in an Alternative CurrencyExcept for any foreign Subsidiaries, all Persons that have become Subsidiaries subsequent to the applicable Issuing Bank Execution Date shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currencyexecuted a Guaranty. (g) The issuance, amendment, renewal Agent shall have received or extension waived all required Borrowing Base Certificates and all weekly interim updates thereof and the most recently received certificate or weekly update shall indicate that such Advance will not cause the total of such Letter outstanding Advances and issued Letters of Credit to exceed the Borrowing Base. (h) The Agent shall not violate any Requirement of Law nor any policy of have received such other approvals, opinions or documents as the applicable Issuing Bank in effect at such time and generally applicable to letters of creditAgent or the Banks may reasonably request. The acceptance of the benefits of each Letter of such Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by the Company to the Agent and each of the Obligors to each of the Lenders Banks that all of the conditions specified in this Section 5.02(a) and Section 5.02(c) have been satisfied above exist as of that time.

Conditions Precedent to All Credit Events. The obligation At the time of (and after giving effect to) the making of any Issuing Bank to issueLoan under this Agreement, amend, renew the following conditions shall have been satisfied or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is subject to the further conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extendedshall exist: (a) The there shall then exist no Default or Event of Default (and the making of such Loan shall not result in a violation of Section 2.01(e) hereof); (b) all representations and warranties of each Obligor set forth in this Agreement and by Borrower or the other Credit Parties contained herein or in the other Loan Credit Documents (other than those representations and warranties which are, by their terms, expressly limited to the date made or given) shall be true and correct in all material respects (except to with the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and same effect as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued.Loan; (c) After giving effect since the date of the most recent financial statements described in Section 6.02 or received pursuant to Section 7.01, and except as disclosed in (i) the report on Form 10-Q as filed by the Borrower with the SEC for its fiscal quarter ending September 30, 1996, (ii) the Borrower's October 22, 1996 press release regarding its revised third quarter 1996 financial results or (iii) any other written materials delivered by the Borrower or the Borrower's, the Agent's or the Lenders' advisers (including without limitation ) to all Lenders on or after August 14, 1996 and prior to the issuanceexecution and delivery of this Agreement, amendment, renewal there shall have been no change which has had or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments.could reasonably be expected to have a Material Adverse Effect; (d) To the extent a Defaulting Lender exists at the time of such issuanceexcept as set forth on Schedule 6.03 attached hereto, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit there shall be cash collateralized no action or proceeding instituted or pending before any court or other governmental authority or, to the extent required by Section 2.06 knowledge of this AgreementBorrower, threatened (i) which has had or otherwise secured reasonably could be expected to the reasonable satisfaction have a Material Adverse Effect or (ii) seeking to prohibit or restrict any Credit Party's ownership or operation of the applicable Issuing Bank.any material portion of its business or assets or to compel any Credit Party to dispose of or hold separate all or any material portion of its businesses or assets, which, in any case, has had or reasonably could be expected to have a Material Adverse Effect; and (e) No Default the Loan to be made and the use of proceeds thereof shall not contravene, violate or Event of Default shall have occurred and be continuing conflict with, or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of involve any Credit is denominated in an Alternative CurrencyParty, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred Agent or any adverse change Lender in national a violation of, any law, rule, injunction, or international financialregulation, political or economic conditions determination of any court of law or currency exchange rates or exchange controls which, in other governmental authority. Each request for a Loan and the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy acceptance by Borrower of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension proceeds thereof shall constitute a representation and warranty by each Borrower, as of the Obligors to each date of the Lenders such Loan, that all of the conditions specified in Section 5.02(aSections 5.01 (in the case of the initial Credit Event) and Section 5.02(c5.02 (in the case of each Credit Event) have been satisfied as of that timesatisfied.

Conditions Precedent to All Credit Events. The obligation of the Banks to make any Issuing Bank to issueAdvance, amendincluding, renew or extend (including deemed issuance) any Letter of Credit on or after without limitation, the Effective Date initial Advance hereunder, is subject to the further conditions precedent that, that on the date of such Letter of Credit is issued, amended, renewed or extendedEvent: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents Article V shall be true and correct in all material respects as of, and as if such representations and warranties were made on, the date of the proposed Advance (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case unless such applicable representation and warranty shall be expressly relates to an earlier date or is no longer true and correct in all respects) on solely as a result of transactions permitted by the Loan Documents), and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except Company shall be deemed to have certified to the extent any Agent and the Banks that such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as submitting a Notice of such specified earlier dateAdvance. (b) The Administrative Agent and the applicable Issuing Bank Company shall have received (i) in complied with the case provisions of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued2.03 hereof. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from such Credit Event. (d) No Material Adverse Effect shall have occurred in the issuanceconsolidated financial condition of the Company and its consolidated Subsidiaries since the delivery of the most recent financial statements delivered pursuant to Section 6.01(b). (e) the Agent shall have received the most recent unqualified report and opinion on the Company's financial statements issued by KPMG Peat Marwick LLP, amendment, renewal or extension other independent certified public accountant of such Letter of Creditrecognized national standing. (f) If such Letter of Credit is denominated in an Alternative CurrencyExcept for any foreign Subsidiaries, all Persons that have become Material Subsidiaries subsequent to the applicable Issuing Bank Execution Date shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currencyexecuted this Agreement. (g) The issuanceAgent shall have received such other approvals, amendment, renewal opinions and documents as the Agent or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditBanks may reasonably request. The acceptance of the benefits of each Letter of such Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by the Company to the Agent and each of the Obligors to each of the Lenders Banks that all of the conditions specified in this Section 5.02(a) and Section 5.02(c) have been satisfied above exist as of that time.

Conditions Precedent to All Credit Events. The obligation of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Each Credit on or after the Effective Date is Event shall be subject to the further conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The the Servicer shall have delivered to the Agents on or prior to the date of such Credit Event, in form and substance reasonably satisfactory to the Agents, all Monthly Reports and Weekly Reports as and when due under Section 6.5; (b) on the date of each such Credit Event, the following statements shall be true both immediately before and after giving effect to such Credit Event (and acceptance of the proceeds of the applicable Incremental Purchase or Reinvestment or issuance of a Letter of Credit shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and Section 3.1 are correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension Credit Event as though made on and as of such Letter of Creditdate; provided, such representations however, that the representation and warranties shall continue to warranty set forth in Section 3.1(k) need only be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date.the date of the initial Credit Event hereunder; (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) no event has occurred, or would result from such Credit Event, that will constitute a Servicer Default, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Servicer Default; and (iii) the Stated Liquidity Termination Date shall not have occurred, the aggregate Credit Exposure shall not exceed the Purchase Limit and the Effective Receivable Interest shall not exceed 100%; and (iv) if there are any Purchasers (other than YRC Assurance) that hold Receivable Interests at such time or will hold Receivable Interests after giving effect to such Credit Event, the aggregate amount of such other certificates, documents and other papers and information as Purchasers’ Capital shall at least equal 50% of the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect Aggregate Capital after giving effect to Persons for the account of whom Letters of such Credit are being issuedEvent. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank Administrative Agent shall have received evidence such other approvals, opinions or documents as any Agent may reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currencyrequest. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the Effective Date and of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is subject to the further conditions precedent that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and and, if applicable, the applicable Issuing Bank Bank, shall have received (i) in the case of a Borrowing, a Borrowing Request by the time and on the Business Day specified in Section 2.02, (ii) [reserved], and (iii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued). (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit. (fd) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national The making or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion requesting of such applicable Issuing Bank, would make it impractical for such Letter Loan (or the issuance or the requesting of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension issuance of such Letter of Credit Credit) shall not violate any Requirement of Law nor and shall not be enjoined, temporarily, preliminarily or permanently. (e) No later than 60 days (or such later date as approved by the Administrative Agent and the Required Lenders in writing and in their sole discretion) after the Petition Date, the Bankruptcy Court shall have entered the Final Order and the Final Order shall provide that any policy Subsidiary of any Borrower that commences a Chapter 11 case under the Bankruptcy Code shall be bound by the terms of the applicable Issuing Bank Final Order and the Loan Documents. (f) The Financing Order shall be in full force and effect at such time and generally applicable to letters shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of creditthe Administrative Agent and the Required Lenders in writing and in their sole discretion. The acceptance of the benefits of each Loan or Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the Effective Date and of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is subject to the further conditions precedent that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and and, if applicable, the applicable Swingline Lender or the applicable Issuing Bank Bank, shall have received (i) in the case of a Borrowing, a Borrowing Request by the time and on the Business Day specified in Section 2.02, (ii) in the case of a Swingline Borrowing, a Swingline Borrowing Request as required by Section 2.03(b) by the time and on the Business Day specified in Section 2.03(b) and (iii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued). (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation agreement of each Lender to make any Issuing Bank Loan requested to issue, amend, renew or extend (including deemed issuance) any Letter of Credit be made by it on or after the Effective Closing Date is subject to the further satisfaction of the following conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extendedprecedent: (a) The representations and warranties At the time of each Obligor set forth in this Agreement such Credit Event and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effectalso after giving effect thereto, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No no Default or Event of Default shall have occurred and be continuing and (ii) all representations and warranties made by any Credit Party contained herein or would result from in the issuance, amendment, renewal or extension other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Letter Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of Creditsuch earlier date and except 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). (fb) If At least fifteen (15) days prior to the making of each Loan (or such Letter of Credit is denominated later time as agreed to by the Administrative Agent in an Alternative Currencyaccordance with Section 2.3(a)), the applicable Issuing Bank Administrative Agent shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change a Notice of Borrowing (whether in national writing or international financial, political or economic conditions or currency exchange rates or exchange controls which, in by telephone) meeting the opinion requirements of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative CurrencySection 2.3(a). (gc) At the time of each such Credit Event and after giving effect thereto: (i) The issuanceAdministrative Agent and the Lenders shall be satisfied that the PV-9 Amount shall not be less than $900,000,000 (based upon the most recent Reserve Report delivered to the Administrative Agent in accordance with Section 9.14 (or, amendmentif no such Reserve Report has been delivered, renewal the Closing Date Reserve Report)); (ii) the Collateral Coverage Condition shall be satisfied; (iii) the Available Commitment (as defined in the First Lien Credit Agreement as in effect on the Closing Date) shall be equal to or extension less than $5,000,000; (iv) the aggregate amount of Unrestricted Cash of the Borrower and the Restricted Subsidiaries on such date shall be less than $50,000,000; (v) the Loans to be made on the applicable date of such Letter of Credit Event shall not violate any Requirement of Law nor any policy constitute (A) Indebtedness (as defined in the First Lien Credit Agreement) that is permitted pursuant to Section 6.01 of the applicable Issuing Bank First Lien Credit Agreement or with respect to any Permitted Refinancing thereof, Indebtedness that is permitted thereunder) and (B) Indebtedness (as defined in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors 2017 Indenture and the 2018 Indenture) that is permitted pursuant to each of the Lenders that all 2017 Indenture and the 2018 Indenture; (vi) the Leverage Ratio, calculated on a Pro Forma Basis for the applicable Credit Event but without netting the cash proceeds thereof (for the purposes of the conditions specified in Section 5.02(adetermining Unrestricted Cash), shall not be greater than 3.25:1.00; and (vii) no Material Litigation Event shall have occurred and Section 5.02(c) have been satisfied as of that timebe continuing.

Conditions Precedent to All Credit Events. The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the date hereof and of the Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date date hereof is subject to the further conditions precedent that, on the date such Loan is made or Letter of Credit is issued, amended, renewed or extended: (a) The conditions precedent set forth in Section 5.01 shall have theretofore been satisfied. (b) The representations and warranties of each Obligor set forth in this Agreement Article VI and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effectas of, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of if such representations and warranties were made on, the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any as applicable (unless such representations representation and warranties are warranty expressly limited relates to an earlier date, in which case, on case such representation and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties warranty shall continue to be true and correct in all material respects (except as of such earlier date), and the Obligors shall be deemed to have certified to the extent qualified by materiality or reference to Material Adverse Effect, in which case Administrative Agent and the Lenders that such applicable representation representations and warranty shall be warranties are true and correct in all respects) as material respects by a Borrower’s delivery of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of a Borrowing, a Borrowing Request or (ii) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request. (c) The Administrative Agent shall have received (i) in the case of a Borrowing, a duly executed Borrowing Request as required by Section 3.01(b) by the time and on the Business Day specified in under Section 3.01(b) 2.02, and (ii) such other certificates, documents and other papers and information as in the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account case of whom Letters of Credit are being issued. (c) After giving effect to the an issuance, amendment, renewal or extension of such a Letter of Credit, a duly executed Letter of Credit Request as required by Section 3.01(b) not later than 11:00 a.m., New York City time, three Business Days before the Dollar Equivalent date such Letter of the Total LC Exposure shall not exceed the Aggregate CommitmentsCredit is to be issued, amended, renewed or extended. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of CreditCredit Event. (fe) If such Letter of Credit is denominated in an Alternative Currency, The Administrative Agent and the applicable Issuing Bank Lenders shall have received evidence such other approvals, opinions or documents as the Administrative Agent or the Required Lenders may reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditrequest. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in this Section 5.02(a) and Section 5.02(c) 5.02 above have been satisfied as of that time.

Conditions Precedent to All Credit Events. The Except with respect to Revolving Credit Loans made by the Lenders pursuant to Section 2.05(h), the obligation of the Lenders to make any Issuing Bank Loans or to issue, amend, renew issue or extend (including deemed issuance) any Letter of Credit under this Agreement (including any Loan made or Letter of Credit issued (including for the purpose of the Existing Letters of Credit) on or after the Effective Date initial Borrowing Date) is subject to the further conditions precedent that, that on the date of such Letter of Credit is issued, amended, renewed or extendedEvent: (a) The the conditions precedent set forth in Section 3.01 shall have theretofore been satisfied; (b) the representations and warranties of each Obligor set forth in this Agreement Article IV (other than, on the Closing Date only, the representation set forth in Section 4.07(b)) and in the other Loan Documents shall be true and correct in all material respects as of, and as if such representations and warranties were made on, the Borrowing Date of the proposed Loan or Letter of Credit, as the case may be (unless such representation and warranty expressly relates to an earlier date and except to the extent if such representation and warranty was qualified by materiality or reference to Material Adverse Effectin Article IV, in which case such applicable representation and warranty shall be true and correct in all respects) on respects after giving effect to such qualification as set forth in Article IV), and as by the Borrower’s delivery of a Borrowing Request, the date such issuance, amendment, renewal or extension of such Letter of Credit, except Borrower shall be deemed to have certified to the extent any Administrative Agent and the Lenders that such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued.; (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No no Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit.Credit Event; and (fd) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank a Borrowing Request shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change been delivered in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in accordance with the opinion terms of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditSection 2.03. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by each of the Obligors Borrower to each of the Lenders and Issuing Banks that all of the conditions specified in this Section 5.02(a) and Section 5.02(c) have been satisfied 3.02 above exist as of that time.

Conditions Precedent to All Credit Events. The obligation obligations of the Lenders to make any Loans, and of the Issuing Bank Banks to issueissue Letters of Credit, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is are all subject to the further conditions condition precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: : (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No no Default or Event of Default shall have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit or would result from exist immediately after giving effect thereto and no violation of the issuancelimits described in Section 2.19. would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, amendmentshall be true and correct on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (c) in the case of the borrowing of any Revolving Loans and/or Term Loans, renewal or extension the Administrative Agent shall have received a timely Notice of Borrowing, in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. . Each Credit Event shall constitute a certification by the Borrower to the effect set forth in clauses (fa) If and (b) of the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrower shall be deemed to have represented to the Administrative Agent, the applicable Issuing Bank and the Lenders at the time such Loan is made or such Letter of Credit is denominated in an Alternative Currency, issued that all conditions to the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion occurrence of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated Event contained in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) this Article V. have been satisfied or waived as of that timepermitted hereunder.

Conditions Precedent to All Credit Events. The obligation of any Issuing Bank the Lenders to issuemake each Loan hereunder, amend, renew or extend (including deemed issuance) any and the obligation of the Letter of Credit on or after Issuer to issue Letters of Credit hereunder, is subject, at the Effective Date is subject time of each such Credit Event, to the further satisfaction of the conditions precedent thatthat at the time of each Credit Event and also after giving effect thereto, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The there shall exist no Default or Event of Default, (b) all representations and warranties of each Obligor set forth in this Agreement and contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (except to with the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and same effect as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, Credit Event (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representation and warranty shall continue to be have been true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) respect as of such specified earlier date. ) and (bc) The unless a Collateral Suspension Period is in effect at the time of such Credit Event, the Borrower shall have certified compliance on a pro forma basis (after giving effect to (i) the proposed Credit Event and (ii) the addition of Aircraft to, and/or the removal of Aircraft from, the Collateral Pool in accordance with Section 8.10 occurring after the end of the immediately preceding Test Period) with covenant set forth in Section 9.14 (without giving effect to the cure periods in such Sections), and, for purposes of this clause (c), the value of any Aircraft added to the Collateral Pool pursuant to Section 8.10 and not otherwise included in the most recent Aircraft Appraisal delivered to the Administrative Agent pursuant to the terms hereof shall be based on the fair market value of such Aircraft (as reasonably determined in good faith by the Borrower. For the avoidance of doubt, the obligation of the Lenders to make each Loan hereunder, and the applicable Issuing Bank obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, shall have received be subject to satisfaction of each of the foregoing conditions under this Section 6.2 in all circumstances other than (i) as expressly provided in Section 1.2(n) in the case of an issuance, amendment, renewal or extension of any Loans made to finance a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) Limited Condition Acquisition and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information Section 2.14(d) with respect to Persons for any Limited Condition Transaction funded with the account proceeds of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Incremental Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by each of the Obligors Borrower to each of the Lenders that all of the applicable conditions specified in Section 5.02(a) and 6.1, and/or Section 5.02(c) have been satisfied 6.2, as the case may be, exist as of that time. All of the certificates, legal opinions and other documents and papers referred to in this Section 6, unless otherwise specified, shall be delivered to the Administrative Agent at its Notice Office for the benefit of each of the Lenders.

Conditions Precedent to All Credit Events. The obligation obligations of the Lenders to make any Loans, and of the Issuing Bank to issueissue Letters of Credit, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is are all subject to the further conditions condition precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: : (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No no Default or Event of Default shall have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit or would result from exist immediately after giving effect thereto and no violation of the issuancelimits described in Section 2.17. would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, amendmentshall be true and correct on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (c) in the case of the borrowing of Revolving Loans, renewal or extension the Administrative Agent shall have received a timely Notice of Revolving Loan Borrowing, in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing, and in the case of the issuance of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. . Each Credit Event shall constitute a certification by the Borrower to the effect set forth in clauses (fa) If and (b) of the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrower shall be deemed to have represented to the Administrative Agent, the Issuing Bank and the Lenders at the time such Loan is made or such Letter of Credit is denominated in an Alternative Currency, issued that all conditions to the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion occurrence of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated Event contained in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) this Article V. have been satisfied or waived as of that timepermitted hereunder.

Conditions Precedent to All Credit Events. The obligation of any Issuing Bank the Lenders to issuemake each Loan hereunder, amend, renew or extend (including deemed issuance) any and the obligation of the Letter of Credit on or after Issuer to issue Letters of Credit hereunder, is subject, at the Effective Date is subject time of each such Credit Event, to the further satisfaction of the conditions precedent thatthat at the time of each Credit Event and also after giving effect thereto, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The there shall exist no Default or Event of Default, (b) all representations and warranties of each Obligor set forth in this Agreement and contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (except to with the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and same effect as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, Credit Event (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representation and warranty shall continue to be have been true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) respect as of such specified earlier date. ) and (bc) The the Borrower shall have certified compliance on a pro forma basis (after giving effect to (i) the proposed Credit Event and (ii) the addition of Aircraft to, and/or the removal of Aircraft from, the Collateral Pool in accordance with Section 8.10 occurring after the end of the immediately preceding Test Period) with covenant set forth in Section 9.14 (without giving effect to the cure periods in such Sections), and, for purposes of this clause (c), the value of any Aircraft added to the Collateral Pool pursuant to Section 8.10 and not otherwise included in the most recent Aircraft Appraisal delivered to the Administrative Agent pursuant to the terms hereof shall be based on the fair market value of such Aircraft (as reasonably determined in good faith by the Borrower. For the avoidance of doubt, the obligation of the Lenders to make each Loan hereunder, and the applicable Issuing Bank obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, shall have received be subject to satisfaction of each of the foregoing conditions under this Section 6.2 in all circumstances other than (i) as expressly provided in Section 1.2(n) in the case of an issuance, amendment, renewal or extension of any Loans made to finance a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) Limited Condition Acquisition and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information Section 2.14(d) with respect to Persons for any Limited Condition Transaction funded with the account proceeds of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Incremental Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by each of the Obligors Borrower to each of the Lenders that all of the applicable conditions specified in Section 5.02(a) and 6.1, and/or Section 5.02(c) have been satisfied 6.2, as the case may be, exist as of that time. All of the certificates, legal opinions and other documents and papers referred to in this Section 6, unless otherwise specified, shall be delivered to the Administrative Agent at its Notice Office for the benefit of each of the Lenders.

Conditions Precedent to All Credit Events. The obligation of any Issuing Bank the Lenders to issuemake each Loan hereunder, amend, renew or extend (including deemed issuance) any and the obligation of the Letter of Credit on or after Issuer to issue Letters of Credit hereunder, is subject, at the Effective Date is subject time of each such Credit Event, to the further satisfaction of the conditions precedent thatthat at the time of each Credit Event and also after giving effect thereto, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The there shall exist no Default or Event of Default, (b) all representations and warranties of each Obligor set forth in this Agreement and contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (except to with the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and same effect as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, Credit Event (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representation and warranty shall continue to be have been true and correct in all material respects respect as of such earlier date) and (except c) since December 31, 2010, there shall have been no event, change, condition or occurrence that has had, or could reasonably be expected to the extent qualified by materiality or reference to have, a Material Adverse Effect. In addition to other conditions precedent herein set forth, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of if any Lender is a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by Defaulting Lender at the time of and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Dollar Equivalent Letter of Credit Issuer will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless in each case it is satisfied that all related Letter of Credit Exposure and Swingline Exposure of such Defaulting Lender is fully covered or eliminated by any combination satisfactory to the Letter of Credit Issuer or the Swingline Lender, as the case may be, of the Total LC Exposure shall not exceed the Aggregate Commitments.following: (di) To in the extent case of a Defaulting Lender exists at Lender, the time Letter of Credit Exposure and Swingline Exposure of such issuanceDefaulting Lender is reallocated, amendmentas to outstanding and future Letters of Credit and Swingline Exposure, renewal to the Non-Defaulting Lenders as provided in Section 2.15(a)(i); and (ii) in the case of a Defaulting Lender, without limiting the provisions of Section 2.15(a)(ii), the Borrower Cash Collateralizes its payment and reimbursement obligations with respect to such Letter of Credit or extension, Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations of such Defaulting Lender’s LC Exposure Lender in respect of such Letter of Credit shall be cash collateralized (whether such obligations are contingent or otherwise) or Swingline Loan, or the Borrower makes other arrangements satisfactory to the extent required by Section 2.06 of this AgreementAdministrative Agent, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated Issuer and the Swingline Lender, as the case may be, to protect them against the risk of non-payment by such Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s Revolving Extensions of Credit may not in an Alternative Currencyany event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financialAdministrative Agent, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit Issuer, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credita Non-Defaulting Lender. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by each of the Obligors Borrower to each of the Lenders that all of the applicable conditions specified in Section 5.02(a) and 6.1, and/or Section 5.02(c) have been satisfied 6.2, as the case may be, exist as of that time. All of the certificates, legal opinions and other documents and papers referred to in this Section 6, unless otherwise specified, shall be delivered to the Administrative Agent at its Notice Office for the benefit of each of the Lenders.

Conditions Precedent to All Credit Events. The obligation obligations of the Lenders to make any Loans, and of the Issuing Bank Banks to issueissue Letters of Credit, amend, renew or extend (including deemed issuance) any Letter of Credit on or after the Effective Date is are all subject to the further conditions condition precedent that, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No no Default or Event of Default shall have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit or would result from exist immediately after giving effect thereto and no violation of the issuancelimits described in Section 2.19 would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, amendmentshall be true and correct on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (c) in the case of the borrowing of any Revolving Loans and/or Term Loans, renewal or extension the Administrative Agent shall have received a timely Notice of Borrowing and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit; (d) in the case of the borrowing of any Revolving Loans, no Cash Sweep Period shall then exist; and (e) no Material Adverse Effect shall have occurred or arisen since the Effective Date.; (f) If such Letter in the case of Credit is denominated in an Alternative Currencythe borrowing of any Revolving Loans, the applicable Issuing Bank proceeds of which shall be used, directly or indirectly, to consummate the Specified Property Acquisition, the Specified Property Conditions shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency.been satisfied; and (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy in the case of the applicable Issuing Bank in effect at such time and generally applicable borrowing of any Revolving Loans, the proceeds of which shall be used, directly or indirectly, to letters of credit. The acceptance of consummate the benefits of each Letter of Credit and any amendmentDartmouth Mall Refinancing, renewal, or extension thereof the Dartmouth Mall Conditions shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that timesatisfied.

Conditions Precedent to All Credit Events. The obligation of ----------------------------------------- the Banks to make any Advance, of the Issuing Bank to issue, amend, renew or extend (including deemed issuance) issue any Letter of Credit, or to continue or convert any Advance as or into a Eurodollar Rate Advance, including, without limitation, the initial Advance and Letters of Credit on or after the Effective Date issued hereunder, is subject to the further conditions precedent that, that on the date of such Letter of Credit is issued, amended, renewed or extendedEvent: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents Article V shall be --------- true and correct in all material respects as of, and as if such representations and warranties were made on, the date of the proposed Advance, issuance of a Letter of Credit or continuance or conversion (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case unless such applicable representation and warranty shall be expressly relates to an earlier date or is no longer true and correct in all respects) on solely as a result of transactions permitted by the Loan Documents), and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except Company shall be deemed to have certified to the extent any Administrative Agent and the Banks that such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality submitting a Notice of Advance, a Letter of Credit Request or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as a Notice of such specified earlier dateConversion. (b) The Administrative Agent and the applicable Issuing Bank Company shall have received (i) in complied with the case provisions of an issuanceSection 2.03, amendment, renewal ------------ 2.05 or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued.3.02 hereof. ---- ---- (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default hereunder or under the BOSC Senior Notes Indenture shall have occurred and be continuing or would result from such Credit Event. (d) No Material Adverse Effect shall have occurred in the issuanceconsolidated financial condition of the Company and its consolidated Subsidiaries since the delivery of the most recent financial statements delivered pursuant to Section 6.01(b). --------------- (e) the Administrative Agent shall have received the most recent unqualified report and opinion on the Company's financial statements issued by KPMG LLP, amendment, renewal or extension other independent certified public accountant of such Letter of Creditrecognized national standing. (f) If such Letter of Credit is denominated in an Alternative CurrencyExcept for any Foreign Subsidiaries, all Persons that have become Subsidiaries subsequent to the applicable Issuing Bank Execution Date shall have received evidence reasonably satisfactory executed and delivered to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion Administrative Agent an Adoption Agreement to the extent required at the time of such applicable Issuing Bank, would make it impractical for such Letter of Credit Event pursuant to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditSection 6.09. ------------ The acceptance of the benefits of each Letter of such Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by the Company to the Administrative Agent and each of the Obligors to each of the Lenders Banks that all of the conditions specified in this Section 5.02(a) and Section 5.02(c) have been satisfied above exist as of that time.

Conditions Precedent to All Credit Events. The agreement of each Lender to make any Loan requested to be made by it on any 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, amend, renew or extend (including deemed issuance) any Letter issue Letters of Credit on or after the Effective Date any date, is subject to the further satisfaction of the following conditions precedent that, on the date such Letter of Credit is issued, amended, renewed or extendedprecedent: (a) The At the time of each such Credit Event and also after giving effect thereto, (a) no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing and (b) all representations and warranties of each Obligor set forth in this Agreement and made by any Credit Party contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (except to the extent qualified by unless such representation or warranty contains a materiality or reference to Material Adverse Effect, qualifier in which case such applicable representation and or warranty shall be true and correct in all respects) on and with the same effect as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such issuanceCredit Event (except where such representations and warranties expressly relate to an earlier date, amendment, renewal or extension of such Letter of Credit, in which case such representations and warranties shall continue to be have been true and correct in all material respects (except to the extent qualified by unless such representation or warranty contains a materiality or reference to Material Adverse Effect, qualifier in which case such applicable representation and or warranty shall be true and correct in all respects) as of such specified earlier date). (b) The other than with respect to the Closing Date Loans, (i) such Loan, together with all other Loans advanced within a 30-consecutive day period ending on the day of such Loan, after giving effect to the requested Loan and such other Loans and the application of the proceeds thereof, shall not increase the Consolidated Cash Balance by more than $40,000,000 collectively, and (ii) Borrower must be in compliance, both before and after giving effect to such Credit Event on a pro forma basis, with Section 9.18 and Section 10.9 (and if required by the Administrative Agent, shall certify as to such compliance either in a certificate of an Authorized Officer or in the applicable Notice of Borrowing). (c) 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 2.3(a). (d) Prior to the issuance of each Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Application meeting the requirements of Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit3.2(a). The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event after the Closing Date shall constitute a representation and warranty by each of the Obligors Credit Party to each of the Lenders that all of the applicable conditions specified in Section 5.02(a) and Section 5.02(c) 7 above have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation of any Issuing Bank to issue, amend, renew or extend (including deemed issuance) any Letter of Each Credit on or after the Effective Date is Event shall be subject to the further conditions precedent thatthat (a) in the case of each such Credit Event: (i) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and (ii) upon the Agent's request, the Servicer shall have delivered to the Agent at least three (3) days prior to such Credit Event an interim Monthly Report showing the amount of Eligible Receivables, provided that the Agent may not require that such interim Monthly Reports be delivered more frequently than once each week unless an Amortization Event (or a Potential Amortization Event of the type contemplated in Section 9.1(f)(x)) has occurred; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Credit Event, the following statements shall be true (and acceptance of the proceeds of, or the delivery of a Letter of Credit is issuedrelated to, amended, renewed or extended:such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true): (ai) The the representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents shall be Section 5.1 are true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations Credit Event as though made on and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date.; (b) The Administrative Agent and the applicable Issuing Bank shall have received (i) in the case of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) no event has occurred and is continuing, or would result from such other certificatesCredit Event, documents that will constitute an Amortization Event, and other papers no event has occurred and information as the applicable Issuing Bank may reasonably requestis continuing, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of or would result from such Credit are being issued.Event, that would constitute a Potential Amortization Event; (ciii) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, Effective Receivables Interests do not exceed 100%; (iv) the Dollar Equivalent of the Total LC aggregate Exposure shall does not exceed the Aggregate Purchase Limit or the aggregate Commitments.; and (dv) To if (A) such Credit Event is an Incremental Purchase or a Reinvestment and (B) such Incremental Purchase or Reinvestment is funded by the extent a Defaulting Lender exists Company, the Company shall be party to unexpired Liquidity Agreements with an aggregate commitment limit equal to at least 102% of the time Commitments. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Letter Reinvestment. The failure of Credit Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be cash collateralized exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the extent required by Section 2.06 Agent for the benefit of this Agreement, or otherwise secured the Purchasers an amount equal to the reasonable satisfaction of Collections prior to the applicable Issuing Bank. (e) No Default or Event of Default Amortization Date that shall have occurred and be continuing or would result from been applied to the issuance, amendment, renewal or extension of such Letter of Creditaffected Reinvestment. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof shall constitute a representation and warranty by each of the Obligors to each of the Lenders that all of the conditions specified in Section 5.02(a) and Section 5.02(c) have been satisfied as of that time.

Conditions Precedent to All Credit Events. The obligation of any Issuing Bank the Lenders to issuemake each Loan hereunder, amend, renew or extend (including deemed issuance) any and the obligation of the Letter of Credit on or after Issuer to issue Letters of Credit hereunder, is subject, at the Effective Date is subject time of each such Credit Event, to the further satisfaction of the conditions precedent thatthat at the time of each Credit Event and also after giving effect thereto, on the date such Letter of Credit is issued, amended, renewed or extended: (a) The there shall exist no Default or Event of Default, (b) all representations and warranties of each Obligor set forth in this Agreement and contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (except to with the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and same effect as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent any though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, Credit Event (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representation and warranty shall continue to be have been true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) respect as of such specified earlier date. ) and (bc) The theunless a Collateral Suspension Period is in effect at the time of such Credit Event, the Borrower shall have certified compliance on a pro forma basis (after giving effect to (i) the proposed Credit Event and (ii) the addition of Aircraft to, and/or the removal of Aircraft from, the Collateral Pool in accordance with Section 8.10 occurring after the end of the immediately preceding Test Period) with covenant set forth in Section 9.14 (without giving effect to the cure periods in such Sections), and, for purposes of this clause (c), the value of any Aircraft added to the Collateral Pool pursuant to Section 8.10 and not otherwise included in the most recent Aircraft Appraisal delivered to the Administrative Agent pursuant to the terms hereof shall be based on the fair market value of such Aircraft (as reasonably determined in good faith by the Borrower. For the avoidance of doubt, the obligation of the Lenders to make each Loan hereunder, and the applicable Issuing Bank obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, shall have received be subject to satisfaction of each of the foregoing conditions under this Section 6.2 in all circumstances other than (i) as expressly provided in Section 1.2(n) in the case of an issuance, amendment, renewal or extension of any Loans made to finance a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) Limited Condition Acquisition and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information Section 2.14(d) with respect to Persons for any Limited Condition Transaction funded with the account proceeds of whom Letters of Credit are being issued. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Incremental Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from the issuance, amendment, renewal or extension of such Letter of Credit. (f) If such Letter of Credit is denominated in an Alternative Currency, the applicable Issuing Bank shall have received evidence reasonably satisfactory to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion of such applicable Issuing Bank, would make it impractical for such Letter of Credit to be denominated in the relevant Alternative Currency. (g) The issuance, amendment, renewal or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of credit. The acceptance of the benefits of each Letter of Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by each of the Obligors Borrower to each of the Lenders that all of the applicable conditions specified in Section 5.02(a) and 6.1, and/or Section 5.02(c) have been satisfied 6.2, as the case may be, exist as of that time. All of the certificates, legal opinions and other documents and papers referred to in this Section 6, unless otherwise specified, shall be delivered to the Administrative Agent at its Notice Office for the benefit of each of the Lenders.

Conditions Precedent to All Credit Events. The obligation of the Banks to make any Issuing Bank to issueAdvance, amendincluding, renew or extend (including deemed issuance) any Letter of Credit on or after without limitation, the Effective Date initial Advance hereunder, is subject to the further conditions precedent that, that on the date of such Letter of Credit is issued, amended, renewed or extendedEvent: (a) The representations and warranties of each Obligor set forth in this Agreement and in the other Loan Documents Article V shall be true and correct in all material respects as of, and as if such representations and warranties were made on, the date of the proposed Advance (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case unless such applicable representation and warranty shall be expressly relates to an earlier date or is no longer true and correct in all respects) on solely as a result of transactions permitted by the Loan Documents), and as of the date such issuance, amendment, renewal or extension of such Letter of Credit, except Company shall be deemed to have certified to the extent any Agent and the Banks that such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as submitting a Notice of such specified earlier dateAdvance. (b) The Administrative Agent and the applicable Issuing Bank Company shall have received (i) in complied with the case provisions of an issuance, amendment, renewal or extension of a Letter of Credit, a Letter of Credit Request as required by Section 3.01(b) by the time and on the Business Day specified in Section 3.01(b) and (ii) such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request, including know-your-customer and beneficial ownership information with respect to Persons for the account of whom Letters of Credit are being issued2.03 hereof. (c) After giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Dollar Equivalent of the Total LC Exposure shall not exceed the Aggregate Commitments. (d) To the extent a Defaulting Lender exists at the time of such issuance, amendment, renewal or extension, such Defaulting Lender’s LC Exposure in respect of such Letter of Credit shall be cash collateralized to the extent required by Section 2.06 of this Agreement, or otherwise secured to the reasonable satisfaction of the applicable Issuing Bank. (e) No Default or Event of Default shall have occurred and be continuing or would result from such Credit Event. (d) No Material Adverse Effect shall have occurred in the issuanceconsolidated financial condition of the Company and its consolidated Subsidiaries since the delivery of the most recent financial statements delivered pursuant to Section 6.01(b). (e) the Agent shall have received the most recent unqualified report and opinion on the Company's financial statements issued by KPMG Peat Marwick LLP, amendment, renewal or extension other independent certified public accountant of such Letter of Creditrecognized national standing. (f) If such Letter of Credit is denominated in an Alternative CurrencyExcept for any foreign Subsidiaries, all Persons that have become Subsidiaries subsequent to the applicable Issuing Bank Execution Date shall have received evidence reasonably satisfactory executed and delivered to them that there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the opinion Agent an Adoption Agreement to the extent required at the time of such applicable Issuing Bank, would make it impractical for such Letter of Credit Event pursuant to be denominated in the relevant Alternative CurrencySection 6.09. (g) The issuanceAgent shall have received such other approvals, amendment, renewal opinions and documents as the Agent or extension of such Letter of Credit shall not violate any Requirement of Law nor any policy of the applicable Issuing Bank in effect at such time and generally applicable to letters of creditBanks may reasonably request. The acceptance of the benefits of each Letter of such Credit and any amendment, renewal, or extension thereof Event shall constitute a representation and warranty by the Company to the Agent and each of the Obligors to each of the Lenders Banks that all of the conditions specified in this Section 5.02(a) and Section 5.02(c) have been satisfied above exist as of that time.