Common use of Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit Clause in Contracts

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advance) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier date; and (ii) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default. (b) The Applicable Borrower shall have delivered a Notice of Borrowing. (c) Solely with respect to the Term Advances to be made by the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower shall have delivered to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior Notes.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advanceor 2.21(c)) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line BorrowingCredit, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (ai) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (iA) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent respects (provided that such any representation and warranty that is not otherwise qualified by materiality or as to “materiality”, “Material Adverse Effect on and as of such date, in which case such representation and warranty Effect” or similar language shall be true and correct in all respects) on and as of such date, immediately before and immediately after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case such representations or warranties were true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language were true and correct in all respects) as of such earlier specific date; and; (iiB) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default.; and (bC) The Applicable Borrower the Interim Order is in full force and effect and has not been stayed, reversed, modified or amended in any respect (except pursuant to the Final Order) without the prior written consent of the Lenders, provided that if at the time of the making of any Advance or the issuance of any Letter of Credit, the amount of either of which, when added to the sum of the aggregate Advances outstanding and the aggregate Available Amount of all Letters of Credit then outstanding, would exceed the amount authorized by the Interim Order (collectively, the “Additional Credit”), the Administrative Agent and each of the Lenders shall have delivered received a Notice copy of Borrowing. (c) Solely an order of the Bankruptcy Court entered in the Cases, in substantially the form of the Interim Order, with respect such modifications thereto as are satisfactory to the Term Advances to be made Lenders including the modifications described in this Section 3.02(b)(i)(C) (the “Final Order”), which, in any event, (v) shall have been entered by the Bankruptcy Court no later than 40 days after entry of the Interim Order, (w) at the time of the extension of any Additional Credit shall be in full force and effect, (x) shall authorize extensions of credit in respect of the Non-rollup Revolving Credit Facility in the aggregate amount of up to $63,532,482, in respect of the Term Facility in the aggregate amount of up to $250,000,000 and in respect of the Rollup Revolving Credit Facility in the aggregate amount of up to $86,467,518, (y) shall authorize and direct the repayment of the Pre-Petition Secured Indebtedness (other than the Unrolled Pre-Petition Secured Indebtedness) and (z) shall not have been stayed, reversed, modified or amended without the prior written consent of the Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and any respect; and (ii) the Term Loan Borrower Lenders shall have received the Borrowing Base Certificate most recently required to be delivered pursuant to Section 5.03(p), the calculations contained in which shall be reasonably satisfactory to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior NotesAdministrative Agent.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of The obligation (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank or a Lender pursuant to Section 2.03(c) its initial Loans and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advance) on the occasion of each Borrowing, subsequent Loan and (b) the obligation of the each Issuing Banks Lender to issue a its initial and each subsequent Letter of Credit (including other than the initial issuance of a Letter Existing L/C’s) and the Lenders’ obligations to participate in such Letters of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line Borrowing, shall be subject to each of the further following conditions precedent that on the date of each such Borrowing, Borrowing or the issuance or renewalof such Letter of Credit: (a) the following statements shall be true and correct (and each of the giving of the an applicable Notice of Borrowing Borrowing, or a Letter of Credit Application Request, and the acceptance by the Applicable Borrower of the proceeds of such Borrowing Loan, or the issuance of such Letter of Credit, shall constitute a representation and warranty by the Borrower that on the date of such Loan, or renewal the issuance of such Letter of Credit, such statements set forth in clauses (i) through (iii) are true): (i) The representations and warranties contained in Section 5.1 and in the other Loan Documents are true and correct in all material respects on and as of the date of such Loan or the issuance of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such BorrowingLoan or the issuance of such Letter of Credit, issuance or renewal and and, in the case of any such Loan, to the application of the proceeds therefrom, as though made on and as of such date, other than date except for any such representations representation or warranties that, by their terms, refer to warranty which is specified as being made as of an earlier date other than the date of such Borrowing, issuance or renewaldate, in which case such representation or warranty shall only speak as of to such earlier date; and; (ii) no No event has occurred and is continuing, or would result from such BorrowingLoan or the issuance of such Letter of Credit, issuance or renewal or as the case may be, or, in the case of any such Loan, from the application of the proceeds, if any, proceeds therefrom, that which constitutes a Default or an Event of Default; and (iii) (A) Loans outstanding plus Letter of Credit Obligations shall not exceed the Revolving Commitment Amount, both before and after giving effect to such Loan and/or Letter of Credit, (B) in the case of the issuance of a Letter of Credit, the Letter of Credit Obligations shall not exceed the Letter of Credit Availability, both before and after giving effect to such Letter of Credit and (C) in the case of the issuance of a Financial Letter of Credit, the Letter of Credit Obligations in respect of Financial Letters of Credit shall not exceed the Financial Letter of Credit Availability, both before and after giving effect to such Financial Letter of Credit. (b) The Applicable Borrower no law or regulation shall have delivered a Notice prohibit, and no order, judgment or decree of Borrowing.any Governmental Authority shall enjoin, prohibit or restrain, such Lender from making the requested Loan, or issuing or participating in the requested Letter of Credit, as the case may be; and (c) Solely with respect to In the Term Advances case of any Revolving Loan or Letter of Credit to be made by denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower shall have delivered to the holders reasonable opinion of the 2021 Senior Notes Administrative Agent, the Majority Lenders (in the case of any Revolving Loans to be denominated in an irrevocable notice Alternative Currency) or the applicable Issuing Lender (in the case of redemption any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Revolving Loan or Letter of Credit to be denominated in the redemption of all outstanding principal amounts of the 2021 Senior Notesrelevant Alternative Currency.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advance)) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a other than an Existing Letter of Credit hereunderCredit) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line BorrowingCredit, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (ai) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, Swing Line Advance Notice or Letter of Credit Application and the acceptance by the Applicable Borrower Borrowers of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower Borrowers that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (iA) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent respects (provided that such any representation and warranty that is not otherwise qualified by materiality or as to “materiality”, “Material Adverse Effect on and as of such date, in which case such representation and warranty Effect” or similar language shall be true and correct in all respects) on and as of such date, immediately before and immediately after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case such representations or warranties were true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language were true and correct in all respects) as of such earlier specific date; and (iiB) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default.; and (b) The Applicable Borrower shall have delivered a Notice of Borrowing. (c) Solely with respect to the Term Advances to be made by the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower Lenders shall have received the Borrowing Base Certificate most recently required to be delivered pursuant to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior NotesSection 5.03(o).

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advance) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Applicableapplicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Applicableapplicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier date; and (ii) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default. (b) The Applicable Applicableapplicable Borrower shall have delivered a Notice of Borrowing. (c) Solely with respect to the Term Advances to be made by the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower shall have delivered to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior Notes.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of The obligation (a) the obligation of each Appropriate Lender to make an Advance its initial Loan (other than a Letter of Credit Advance to be made by the Issuing Bank or a Lender pursuant to Section 2.03(cExisting Loans) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advance) on the occasion of each Borrowing, subsequent Loan and (b) the obligation of the Primary Issuing Banks Lender to issue a its initial and each subsequent Letter of Credit (including other than the initial issuance of a Letter Existing L/C's) and the Lenders obligations to participate in such Letters of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of each such Borrowing, Borrowing or the issuance or renewalof such Letter of Credit: (a) the following statements shall be true (and each of the giving of the an applicable Notice of Borrowing Borrowing, or a Letter of Credit Application Request, and the acceptance by the Applicable Borrower of the proceeds of such Borrowing Loan, or the issuance of such Letter of Credit, shall constitute a representation and warranty by the Borrower that on the date of such Loan, or renewal the issuance of such Letter of Credit, such statements set forth in clauses (i) through (iii) are true): (i) The representations and warranties contained in Section 5.1 are correct in all material respects on and as of the date of such Loan or the issuance of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such BorrowingLoan or the issuance of such Letter of Credit, issuance or renewal and and, in the case of any such Loan, to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier date; and; (ii) no No event has occurred and is continuing, or would result from such BorrowingLoan or the issuance of such Letter of Credit, issuance or renewal or as the case may be, or, in the case of any such Loan, from the application of the proceeds, if any, proceeds therefrom, that which constitutes a Default or an Event of Default.; and (iii) Loans outstanding plus the Letters of Credit Obligations shall not exceed the Availability, both before and after giving effect to such Loan and/or such Letter of Credit. 41 (b) The Applicable Borrower no law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, such Lender from making the requested Loan, or issuing or participating in the requested Letter of Credit, as the case may be; and the Agent shall have delivered a Notice of Borrowing. (c) Solely with respect received such certificates, approvals, opinions or documents as either Issuing Lender and/or any Lender through the Agent shall have reasonably requested prior to the Term Advances to be made by Closing Date, the Term Lenders in accordance with Section 2.01(b), (i) date of such Loan or the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower shall have delivered to the holders date of the 2021 Senior Notes an irrevocable notice issuance of redemption for such Letter of Credit, as the redemption of all outstanding principal amounts of the 2021 Senior Notescase may be.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advanceor 2.21(c)) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a other than an Existing Letter of Credit hereunderCredit) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line BorrowingCredit, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (ai) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, Swing Line Advance Notice or Letter of Credit Application and the acceptance by any of the Applicable Borrower Borrowers of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower Borrowers that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (iA) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent respects (provided that such any representation and warranty that is not otherwise qualified by materiality or as to “materiality”, “Material Adverse Effect on and as of such date, in which case such representation and warranty Effect” or similar language shall be true and correct in all respects) on and as of such date, immediately before and immediately after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case such representations or warranties were true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language were true and correct in all respects) as of such earlier specific date; andand 108 Chemtura (Revolving Facility) Credit Agreement (iiB) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default.; and (b) The Applicable Borrower shall have delivered a Notice of Borrowing. (c) Solely with respect to the Term Advances to be made by the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower Lenders shall have received the Borrowing Base Certificate most recently required to be delivered pursuant to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior NotesSection 5.03(o).

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advanceor 2.21(c)) on the occasion of each Borrowing, including a Term Advance pursuant to Section 2.01(a), and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including includingother than the initial issuance of a aExisting Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line BorrowingCredit, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (ai) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (iA) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent respects (provided that such any representation and warranty that is not otherwise qualified by materiality or as to “materiality”, “Material Adverse Effect on and as of such date, in which case such representation and warranty Effect” or similar language shall be true and correct in all respects) on and as of such date, immediately before and immediately after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case such representations or warranties were true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language were true and correct in all respects) as of such earlier specific date; and; (iiB) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default.; and (bC) The Applicable Borrower the Interim Order is in full force and effect and has not been stayed, reversed, modified or amended in any respect (except pursuant to the Final Order) without the prior written consent of the Required Lenders provided that if at the time of the making of any Advance or the issuance of any Letter of Credit, the amount of either of which, when added to the sum of the aggregate Advances outstanding and the aggregate Available Amount of all Letters of Credit then outstanding, would exceed the amount authorized by the Interim Order (collectively, the “Additional Credit”); provided that no later than 21 days after the entry of the Interim Order, the Administrative Agent and each of the Lenders shall have delivered received a Notice copy of Borrowing. xxx final order of the Bankruptcy Court entered in the Cases, in substantially the form of the Interim Order (c) Solely and which may be embodied in the same document as the Interim Order), with respect such modifications thereto as are satisfactory to the Term Advances to be made Required Lenders including the modifications described in this Section 3.02(b)(i)(C) (the “Final Order”), which, in any event, (v) shall have been entered by the Bankruptcy Court no later than 40 days after entry of the Interim Order, (w) at the time of the extension of any Additional Creditw) shall be in full force and effect, (x) shall authorize extensionson a final basis an extension of credit in respect of the Non-rollup Revolving Credit Facility in the aggregate amount of up to $63,532,482, in respect of the Term Facility in the aggregate amount of up to $250,000,000300,000,000 and in respect of the Rollup Revolving Credit Facility in the aggregate amount of up to $86,467,518,150,000,000, (y) shall authorize and direct the repayment of the Pre-Petition Secured Indebtedness (other than the Unrolled Pre-Petition Secured Indebtedness)on a final basis the repayment of all principal, interest, fees and any and all other outstanding amounts payable under the Existing DIP Agreement, including, without limitation, fees then due and payable under Sections 2.08(c) and 2.08(e) of the Existing DIP Agreement and (z) shall not have been stayed, reversed, modified or amended without the prior written consent of the Required Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and any respect; and (ii) the Term Loan Borrower Lenders shall have received the Borrowing Base Certificate most recently required to be delivered pursuant to Section 5.03(p), the calculations contained in which shall be reasonably satisfactory to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior NotesAdministrative Agent.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advance) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier date; and (ii) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default. (b) The Applicable Borrower shall have delivered a Notice of Borrowing. (c) Solely with respect to the Term Advances to be made by the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower shall have delivered to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior Notes.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B AdvanceLender) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (ai) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (iA) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect respects on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier specific date; and; (iiB) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default.; and (bC) The Applicable Borrower the Interim Order is in full force and effect and has not been stayed, reversed, modified or amended in any respect without the prior written consent of the Initial Lenders, provided that at the time of the making of any Advance or the issuance of any Letter of Credit the amount of either of which, when added to the sum of the aggregate Advances outstanding and the aggregate Available Amount of all Letters of Credit then outstanding, would exceed the amount authorized by the Interim Order (collectively, the “Additional Credit”), the Administrative Agent and each of the Lenders shall have delivered received a Notice copy of Borrowing.an order of the Bankruptcy Court in substantially the form of Exhibit F hereto (the “Final Order”), which, in any event, shall have been entered by the Bankruptcy Court no later than 45 days after entry of the Interim Order and at the time of the extension of any Additional Credit the Final Order shall be in full force and effect, shall authorize extensions of credit in respect of the Revolving Credit Facility and the Swing Line Facility in the aggregate amount up to the Revolving Credit Availability Amount and in respect of the Term Facility in the amount up to $700,000,000, and shall not have been stayed, reversed, modified or amended in any respect that is adverse to the Lender Parties without the prior written consent of the Initial Lenders; and if either the Interim Order or the Final Order is the subject of a pending appeal in any respect, neither the making of Advances nor the issuance of any Letter of Credit nor the performance by the Borrower or the Guarantor of any of their respective obligations under any of the Loan Documents shall be the subject of a presently effective stay pending appeal; and (cD) Solely with respect no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or renewal and to the Term Advances to be made by application of the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and proceeds therefrom; and (ii) the Term Loan Borrower Lenders shall have received the Borrowing Base Certificate most recently required to be delivered pursuant to Section 5.03(q), the calculations contained in which shall be reasonably satisfactory to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior NotesAdministrative Agent.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advance)) on the occasion of each Borrowing, including a Term Advance pursuant to Section 2.01(a), and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including other than the initial issuance of a Existing Letter of Credit hereunderCredit) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line BorrowingCredit, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (ai) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (iA) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent respects (provided that such any representation and warranty that is not otherwise qualified by materiality or as to “materiality”, “Material Adverse Effect on and as of such date, in which case such representation and warranty Effect” or similar language shall be true and correct in all respects) on and as of such date, immediately before and immediately after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case such representations or warranties were true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language were true and correct in all respects) as of such earlier specific date; and; (iiB) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default.; and (bC) The Applicable Borrower the Interim Order is in full force and effect and has not been stayed, reversed, modified or amended in any respect without the prior written consent of the Required Lenders; provided that no later than 21 days after the entry of the Interim Order, the Administrative Agent and each of the Lenders shall have delivered received a Notice copy of Borrowing. a final order of the Bankruptcy Court entered in the Cases, in substantially the form of the Interim Order (c) Solely and which may be embodied in the same document as the Interim Order), with respect such modifications thereto as are satisfactory to the Term Advances to Required Lenders including the modifications described in this Section 3.02(b)(i)(C) (the “Final Order”), which, in any event, (w) shall be made by in full force and effect, (x) shall authorize on a final basis an extension of credit in respect of the Term Facility in the aggregate amount of up to $300,000,000 and in respect of the Revolving Credit Facility in the aggregate amount of up to $150,000,000, (y) shall authorize on a final basis the repayment of all principal, interest, fees and any and all other outstanding amounts payable under the Existing DIP Agreement, including, without limitation, fees then due and payable under Sections 2.08(c) and 2.08(e) of the Existing DIP Agreement and (z) shall not have been stayed, reversed, modified or amended without the prior written consent of the Required Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and any respect; and (ii) the Term Loan Borrower Lenders shall have received the Borrowing Base Certificate most recently required to be delivered pursuant to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior NotesSection 5.03(p).

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B AdvanceLender) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier specific date; and; (ii) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default Default; and (iii) no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or Event renewal and to the application of Default.the proceeds therefrom; and (b) The Applicable Borrower the Lenders shall have delivered a Notice of Borrowing. (c) Solely with respect to received the Term Advances Borrowing Base Certificate most recently required to be made by the Term Lenders in accordance with delivered pursuant to Section 2.01(b5.03(o), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower shall have delivered to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior Notes.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) 2.03 and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B AdvanceLender) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line BorrowingCredit, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (a) renewal the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable any Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of CreditCredit and the right of the Borrower to request a Swing Line Borrowing, as the case may be, shall constitute a representation and warranty by the Applicable each Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (ia) the representations and warranties contained in each Loan Document are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect respects on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier specific date; and; (iib) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default. (b) The Applicable Borrower shall have delivered a Notice of Borrowing.; (c) Solely The Applicable Administrative Agents shall have received a Notice of Borrowing with respect to such Borrowing as required by Section 2.02. (d) The Borrowers shall have paid to the Term Advances Administrative Agents, the Collateral Agents and the Lead Arrangers the then unpaid balance of all accrued and unpaid fees of the Administrative Agents, the Collateral Agents and the Lead Arrangers, and the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agents, the Collateral Agents and the Lead Arrangers as to which invoices have been issued. (e) No Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom. (f) The Lenders shall have received the Borrowing Base Certificate most recently required to be made by the Term Lenders in accordance with delivered pursuant to Section 2.01(b5.01(r), the calculations contained in which shall be reasonably satisfactory to the Administrative Agents and the Collateral Agents. (ig) the Amendment No. 1 Effective Date The Administrative Agents shall have occurredreceived such other documents, instruments, approvals, certificates and (ii) the Term Loan Borrower information as they shall have delivered to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior Notesreasonably request.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B AdvanceLender) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier specific date; and (ii) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default. (b) The Applicable Borrower shall have delivered a Notice of Borrowing. (c) Solely with respect to the Term Advances to be made by the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower shall have delivered to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior Notes.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B AdvanceLender) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier date; and (ii) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default. (b) The Applicable Borrower shall have delivered a Notice of Borrowing. (c) Solely with respect to the Term Advances to be made by the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower shall have delivered to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior Notes.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advanceor 2.21(c)) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line BorrowingCredit, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (ai) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (iA) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent respects (provided that such any representation and warranty that is not otherwise qualified by materiality or as to “materiality”, “Material Adverse Effect on and as of such date, in which case such representation and warranty Effect” or similar language shall be true and correct in all respects) on and as of such date, immediately before and immediately after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case such representations or warranties were true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language were true and correct in all respects) as of such earlier specific date; and; (iiB) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default.; and (bC) The Applicable Borrower the Interim Order is in full force and effect and has not been stayed, reversed, modified or amended in any respect (except pursuant to the Final Order) without the prior written consent of the Lenders, provided that if at the time of the making of any Advance or the issuance of any Letter of Credit, the amount of either of which, when added to the sum of the aggregate Advances outstanding and the aggregate Available Amount of all Letters of Credit then outstanding, would exceed the amount authorized by the Interim Order (collectively, the “Additional Credit”), the Administrative Agent and each of the Lenders shall have delivered received a Notice copy of Borrowing. (c) Solely an order of the Bankruptcy Court entered in the Cases, in substantially the form of the Interim Order, with respect such modifications thereto as are satisfactory to the Term Advances to be made Lenders including the modifications described in this Section 3.02(b)(i)(C) (the “Final Order”), which, in any event, (v) shall have been entered by the Bankruptcy Court no later than 40 days after entry of the Interim Order, (w) at the time of the extension of any Additional Credit shall be in full force and effect, (x) shall authorize extensions of credit in respect of the Non- rollup Revolving Credit Facility in the aggregate amount of up to $63,532,482, in respect of the Term Facility in the aggregate amount of up to $250,000,000 and in respect of the Rollup Revolving Credit Facility in the aggregate amount of up to $86,467,518, (y) shall authorize and direct the repayment of the Pre-Petition Secured Indebtedness (other than the Unrolled Pre-Petition Secured Indebtedness) and (z) shall not have been stayed, reversed, modified or amended without the prior written consent of the Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and any respect; and (ii) the Term Loan Borrower Lenders shall have received the Borrowing Base Certificate most recently required to be delivered pursuant to Section 5.03(p), the calculations contained in which shall be reasonably satisfactory to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior NotesAdministrative Agent.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B AdvanceLender) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier specific date; and; (ii) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default Default; and (iii) no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or Event renewal and to the application of Default.the proceeds therefrom; and (b) The Applicable Borrower the Lenders shall have received the Borrowing Base Certificate most recently required to be delivered a Notice of Borrowing. (c) Solely with respect pursuant to Section 5.03(o), the calculations contained in which shall be reasonably satisfactory to the Term Advances to be made by the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower shall have delivered to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior NotesAdministrative Agent.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B AdvanceLender) on the occasion of each Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Applicable Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document Document, are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier a specific date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier specific date; andprovided that, solely in the case of any Advance made on the Closing Date, only the Specified Representations shall be correct in all material respects, on and as of the Closing Date, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of the Closing Date; (ii) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default Default; and (iii) no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or Event renewal and to the application of Default.the proceeds therefrom; and (b) The Applicable Borrower the Lenders shall have received the Borrowing Base Certificate most recently required to be delivered a Notice of Borrowing. (c) Solely with respect pursuant to Section 5.03(o), the calculations contained in which shall be reasonably satisfactory to the Term Advances to be made by the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurred, and (ii) the Term Loan Borrower shall have delivered to the holders of the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior NotesAdministrative Agent.

Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit. Each of The obligation (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Bank or a Lender pursuant to Section 2.03(c) its initial Loans and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender and other than a 2018 New Term A Advance and a 2018 New Term B Advance) on the occasion of each Borrowing, subsequent Loan and (b) the obligation of the each Issuing Banks Lenders to issue a its initial and each subsequent Letter of Credit (including other than the initial issuance of a Letter Existing L/C’s) and the Lenders’ obligations to participate in such Letters of Credit hereunder) or to renew a Letter of Credit and the right of a Revolving Credit Borrower to request a Swing Line Borrowing, shall be subject to each of the further following conditions precedent that on the date of each such Borrowing, Borrowing or the issuance or renewalof such Letter of Credit: (a) the following statements shall be true and correct (and each of the giving of the an applicable Notice of Borrowing Borrowing, or a Letter of Credit Application Request, and the acceptance by the Applicable Borrower of the proceeds of such Borrowing Loan, or the issuance of such Letter of Credit, shall constitute a representation and warranty by the Borrower that on the date of such Loan, or renewal the issuance of such Letter of Credit, such statements set forth in clauses (i) through (iii) are true): (i) The representations and warranties contained in Section 5.1 and in the other Loan Documents are true and correct in all material respects on and as of the date of such Loan or the issuance of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Applicable Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects, only to the extent that such representation and warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such BorrowingLoan or the issuance of such Letter of Credit, issuance or renewal and and, in the case of any such Loan, to the application of the proceeds therefrom, as though made on and as of such date, other than date except for any such representations representation or warranties that, by their terms, refer to warranty which is specified as being made as of an earlier date other than the date of such Borrowing, issuance or renewaldate, in which case such representation or warranty shall only speak as of to such earlier date; and; (ii) no No event has occurred and is continuing, or would result from such BorrowingLoan or the issuance of such Letter of Credit, issuance or renewal or as the case may be, or, in the case of any such Loan, from the application of the proceeds, if any, proceeds therefrom, that which constitutes a Default or an Event of Default; and (iii) (A) Revolving Loans outstanding plus the Letters of Credit Obligations shall not exceed the Revolving Commitment Amount, both before and after giving effect to such Loan and/or such Letter of Credit and (B) in the case of the issuance of a Letter of Credit, the Letter of Credit Obligations shall not exceed the Letter of Credit Availability, both before and after giving effect to such Letter of Credit. (b) The Applicable Borrower no law or regulation shall have delivered a Notice of Borrowing. (c) Solely with respect to the Term Advances to be made by the Term Lenders in accordance with Section 2.01(b), (i) the Amendment No. 1 Effective Date shall have occurredprohibit, and (ii) no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, such Lender from making the Term Loan Borrower shall have delivered to requested Loan, or issuing or participating in the holders requested Letter of Credit, as the 2021 Senior Notes an irrevocable notice of redemption for the redemption of all outstanding principal amounts of the 2021 Senior Notescase may be.