Common use of Conditions Precedent to Each Credit Extension Clause in Contracts

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party to make a loan, issue a letter of credit, bankers' acceptance or other credit extension pursuant to any Covered Facility and the right of any Loan Party to request a borrowing, the issuance of a letter of credit, bankers' acceptance or to request any other credit extension, shall be, in addition to the conditions precedent present in the applicable Covered Facility, subject to the further conditions precedent that on the date of such borrowing, issuance or other credit extension (a) the following statements shall be true (and the acceptance by such Loan Party of the proceeds of such borrowing, issuance or other credit extension shall constitute a representation and warranty by Group and such Loan Party that on the date of such borrowing, issuance or other credit extension such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects on and as of such date, before and after giving effect to such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension 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 a specific date other than the date of such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension, in which case such representations and warranties shall be correct in all material respects as of such specific date; and (ii) no Default has occurred and is continuing under the Loan Documents and no payment default has occurred and is continuing under any Covered Facility, or would result from such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension or from the application of the proceeds therefrom; and (b) the Administrative Agent shall have received such other information as the Debt Coordinators may reasonably request in order to confirm the (i) accuracy of the representations and warranties of the Loan Parties in the Loan Documents and Covered Facilities, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered Facilities.

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party Bank to make a loan, issue a letter of credit, bankers' acceptance or other credit extension pursuant to any Covered Facility and Credit Extension (including the right of any Loan Party to request a borrowing, the issuance of a letter of credit, bankers' acceptance or to request any other credit extension, initial Credit Extension) shall be, in addition to the conditions precedent present in the applicable Covered Facility, be subject to the further additional conditions precedent that on the date of such borrowingCredit Extension, issuance or other credit extension immediately before and after giving effect to such Credit Extension (aand, in the case of a Borrowing, to the application of proceeds therefrom) the following statements shall be true (and each of (a) the giving of a Notice of Borrowing and the acceptance by such Loan Party the Borrower of the proceeds of such borrowing, Borrowing and (b) the submission of a request for issuance or other credit extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Group and such Loan Party the Borrower that on the date of such borrowingthe applicable Credit Extension, issuance or other credit extension immediately before and after giving effect thereto (and, in the case of a Borrowing, to the application of the proceeds therefrom), such statements are true): (i) the The representations and warranties contained in each Loan Document Section 7.01 (other than subsections (e)(i), (f) and (i) thereof) are correct in all material respects (or, if any such representation or warranty is qualified by materiality or material adverse effect, it is true and correct in all respects) on and as of the date of such date, before and after giving effect to such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension and to the application of the proceeds therefrom, Credit Extension as though made on and as of such date, other than any date (except to the extent such representations or and warranties that, by their terms, specifically refer to a specific date other than the date of such borrowing, issuance of letter of credit, bankers' acceptance or other credit extensionan earlier date, in which case such representations and warranties they shall be true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or material adverse effect, shall be true and correct in all respects) as of such specific earlier date; and); (ii) no Default No event has occurred and is continuing under the Loan Documents and no payment default has occurred and is continuing under any Covered Facilitycontinuing, or would result from such borrowingCredit Extension (or, issuance in the case of letter of credita Borrowing, bankers' acceptance or other credit extension or from the application of the proceeds therefrom), which constitutes an Event of Default or an Unmatured Event of Default; and (iii) The Aggregate Revolving Credit Exposure at such time does not exceed the Aggregate Commitments at such time, and (b) the Administrative Agent shall have received such other information documents as any Bank through the Debt Coordinators Administrative Agent may reasonably request in order related to confirm the clause (ia)(i) accuracy of the representations and warranties of the Loan Parties in the Loan Documents and Covered Facilities, or (iia)(ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered Facilitiesabove.

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party to make a loan, issue a letter of credit, bankers' acceptance or other credit extension pursuant to honor any Covered Facility request for Credit Extension and the right obligation to issue, amend, extend or renew a Letter of any Loan Party to request a borrowing, the issuance of a letter of credit, bankers' acceptance or to request any other credit extension, Credit shall be, in addition to the conditions precedent present in the applicable Covered Facility, be subject to the further conditions precedent that on the date of such borrowingrequest for Credit Extension or the date of issuance, issuance amendment, extension or other credit extension (a) renewal of a Letter of Credit, that the following statements shall be true (and the giving of the applicable Loan Notice or Swing Line Loan Notice and the acceptance by such Loan Party the applicable Borrower of the proceeds of such borrowing, Borrowing and/or the receipt of a Letter of Credit Application requesting the issuance or other credit extension of such Letter of Credit as required by Section 2.03 shall constitute a representation and warranty by Group and such Loan Party the applicable Borrower that on the date of such borrowing, issuance or other credit extension request for Credit Extension such statements are true): (ia) the The representations and warranties contained in each Loan Document Section 6.01 are correct in all material respects on and as of the date of such Credit Extension (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects as of such earlier date), before and after giving effect to such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension Credit Extension 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 a specific date other than the date of such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension, in which case such representations and warranties shall be correct in all material respects as of such specific date; and; (iib) no Default No event has occurred and is continuing under the Loan Documents and no payment default has occurred and is continuing under any Covered Facilitycontinuing, or would result from such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension Credit Extension or from the application of the proceeds therefrom; and therefrom or from such amendment, extension or renewal of such Letter of Credit, which constitutes a Default or an Event of Default; (bc) the The Administrative Agent shall have received a Loan Notice or Letter of Credit Application, as applicable; (d) After giving effect to such other information as Credit Extension, Availability shall be greater than $0; and (e) In the Debt Coordinators may reasonably request case of a Credit Extension to be denominated in order to confirm 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 (i) accuracy reasonable opinion of the representations and warranties of Administrative Agent or the Loan Parties Required Lenders would make it impracticable for such Credit Extension to be denominated in the Loan Documents and Covered Facilities, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered Facilitiesrelevant Alternative Currency.

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party to make a loan, issue a letter of credit, bankers' acceptance or other credit extension pursuant to any Covered Facility and the right of Delayed Draw Term Loan on any Loan Party to request a borrowing, the issuance of a letter of credit, bankers' acceptance or to request any other credit extension, shall be, in addition to the conditions precedent present in the applicable Covered Facility, Credit Date is subject to the further conditions precedent that on the date satisfaction, or waiver in accordance with Section 10.05, of such borrowing, issuance or other credit extension (a) the following statements shall be true (and the acceptance by such Loan Party of the proceeds of such borrowing, issuance or other credit extension shall constitute a representation and warranty by Group and such Loan Party that on the date of such borrowing, issuance or other credit extension such statements are true):conditions precedent: (i) the Administrative Agent shall have received a fully executed Borrowing Notice; (ii) after making the applicable Delayed Draw Term Loan requested on such Credit Date, the Total Utilization of Delayed Draw Term Loan Commitments shall not exceed the Delayed Draw Term Loan Commitments then in effect; (iii) the representations and warranties contained herein and in each the other Loan Document are Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, before that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty shall be true and correct in all respects; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the funding of the Delayed Draw Term Loan that would constitute a Material Adverse Effect; (v) the Loan Parties shall be in compliance with the Financial Covenant on a pro forma basis after giving effect to such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension and to the application funding of the Delayed Draw Term Loan on such Credit Date and the use of proceeds therefromthereof, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension, in which case such representations and warranties shall be correct in all material respects as of such specific date; and (ii) no Default has occurred and is continuing under the Loan Documents and no payment default has occurred and is continuing under any Covered Facility, or would result from such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension or from the application of the proceeds therefrom; and (b) the Administrative Agent shall have received such other information as the Debt Coordinators may reasonably request in order to confirm the (i) accuracy a certificate from an Authorized Officer of the representations Borrower Representative certifying to the foregoing and warranties attaching the calculations supporting pro forma compliance with the Financial Covenant, in each case satisfactory to the Administrative Agent; (vi) as of such Credit Date, no event shall have occurred and be continuing or would result from the extension of the Delayed Draw Term Loan that would constitute a Default or an Event of Default; and (vii) the Loan Parties shall be in the Loan Documents and Covered Facilities, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements requirements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered FacilitiesSection 2.02.

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party to make a loan, issue a letter of credit, bankers' acceptance or other credit extension pursuant to honor any Covered Facility request for Credit Extension and the right obligation to issue, amend, extend or renew a Letter of any Loan Party to request a borrowing, the issuance of a letter of credit, bankers' acceptance or to request any other credit extension, Credit shall be, in addition to the conditions precedent present in the applicable Covered Facility, be subject to the further conditions precedent that on the date of such borrowingrequest for Credit Extension or the date of issuance, issuance amendment, extension or other credit extension (a) renewal of a Letter of Credit, that the following statements shall be true (and the giving of the applicable Loan Notice or Swing Line Loan Notice and the acceptance by such Loan Party the applicable Borrower of the proceeds of such borrowing, Borrowing and/or the receipt of a Letter of Credit Application requesting the issuance or other credit extension of such Letter of Credit as required by Section 2.03 shall constitute a representation and warranty by Group and such Loan Party the applicable Borrower that on the date of such borrowing, issuance or other credit extension request for Credit Extension such statements are true): (ia) the The representations and warranties contained in each Loan Document Section 6.01 are correct in all material respects on and as of the date of such Credit Extension (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects as of such earlier date), before and after giving effect to such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension Credit Extension 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 a specific date other than the date of such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension, in which case such representations and warranties shall be correct in all material respects as of such specific date; and; (iib) no Default No event has occurred and is continuing under the Loan Documents and no payment default has occurred and is continuing under any Covered Facilitycontinuing, or would result from such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension Credit Extension or from the application of the proceeds therefrom; and therefrom or from such amendment, extension or renewal of such Letter of Credit, which constitutes a Default or an Event of Default; (bc) the The Administrative Agent shall have received a Loan Notice or Letter of Credit Application, as applicable; (d) After giving effect to such other information as Credit Extension, Availability shall be greater than $0; and (e) In the Debt Coordinators may reasonably request case of Credit Extension to be denominated in order to confirm 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 (i) accuracy reasonable opinion of the representations and warranties of Administrative Agent or the Loan Parties Required Lenders would make it impracticable for such Credit Extension to be denominated in the Loan Documents and Covered Facilities, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered Facilitiesrelevant Alternative Currency.

Conditions Precedent to Each Credit Extension. The obligation of each the Lender Party to make a loan, issue a letter any Credit Extension hereunder (whether such Credit Extension shall consist of credit, bankers' acceptance or other credit extension pursuant to any Covered Facility and the right of any Loan Party to request a borrowing, the issuance making of a letter of credit, bankers' acceptance Loan or to request any other credit extension, shall be, in addition assistance to the conditions precedent present Borrower in the applicable Covered Facility, establishing or opening Letters of 42 Credit) is subject to the further conditions precedent that accuracy as of the date hereof of the representations and warranties herein contained, to the performance by the Borrower of its obligations to be performed hereunder or under the Related Documents on or before the date of such borrowing, issuance or other credit extension Credit Extension and to the satisfaction of the following further conditions: (a) The representations and warranties of the following statements Obligors contained in Article V hereof and in each Related Document shall be true (and the acceptance by such Loan Party of the proceeds of such borrowing, issuance or other credit extension shall constitute a representation and warranty by Group and such Loan Party that on the date of such borrowing, issuance or other credit extension such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects on and as of such date, before and after giving the date of each Credit Extension hereunder with the same effect to such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension and to the application of the proceeds therefrom, as though made on and as of each such date, other than any . (b) No Event of Default and no Potential Default shall have occurred and be continuing or exist or shall occur or exist after giving effect to such representations or warranties that, by their terms, refer to a specific date other than Credit Extension. (c) On the date of such borrowingCredit Extension, issuance of letter of creditthe Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, bankers' acceptance or other credit extensionas the case may be, in which case such representations form and warranties substance satisfactory to the Lender shall be correct in all material respects fall force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion pending which is not being contested by the Obligors in good faith or with respect to which the relief has been granted in an order that has not been stayed pending appeal: (i) to reverse, modify or amend the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as of such specific date; and the case may be, or (ii) no Default has occurred and is continuing under to permit any administrative expense or unsecured claim against the Loan Documents and no payment default has occurred and is continuing under Obligors, now existing or hereafter arising, of any Covered Facilitykind or nature whatsoever, to have administrative priority as to the Obligors equal or would result from such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension or from superior to the application priority of the proceeds therefrom; and (b) the Administrative Agent shall have received such other information as the Debt Coordinators may reasonably request Lender in order to confirm the (i) accuracy respect of the representations and warranties of Obligations, except for Carve-Out Expenses having priority over the Loan Parties in Obligations to the Loan Documents and Covered Facilities, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements extent set forth in the Loan Documents and the Covered Facilities and Agreed Administrative Expense Priorities, or (iii) absence to grant or permit the grant of a Lien on any Default under property or assets of the Loan Documents or the Covered FacilitiesObligors.

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party Lenders and the LC Issuers to make a loan, issue a letter of credit, bankers' acceptance or other credit extension pursuant to any Covered Facility and the right of any Loan Party to request a borrowing, the issuance of a letter of credit, bankers' acceptance or to request any other credit extension, shall be, in addition to the conditions precedent present in the applicable Covered Facility, Credit Extension hereunder is subject to the further satisfaction of the following additional conditions precedent that on precedent: (a) The Administrative Agent shall have received a notice of borrowing under Section 2.02 or, in the case of any Credit Extension in the form of a Swingline Loan or Letter of Credit, the Swingline Lender or the applicable LC Issuer shall have received a request therefor in accordance herewith. (b) The Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent that, as of the date of such borrowingCredit Extension and after giving effect thereto (and to any prepayments to be made concurrently with such Credit Extension), issuance or other credit extension the aggregate amount of the Revolving Exposures shall not exceed an amount equal to (ai) the following statements lesser of (A) the aggregate Commitments at such time, (B) the Borrowing Base at such time and (C) the Facilities Reduction Amount at such time, minus (ii) the Availability Block, minus (iii) the Specified Reserves at such time, plus (iv) the Overadvance Maximum Amount at such time, plus (v) the Special Agent Loan Exposure at such time. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document shall be true (and the acceptance by such Loan Party correct in all material respects on and as of the proceeds of such borrowing, issuance or other credit extension shall constitute a representation and warranty by Group and such Loan Party that on the date of such borrowing, issuance or other credit extension Credit Extension as though such statements are true): (i) the representations and warranties contained had been made on and as of such date, except to the extent that such representations and warranties by their terms relate to an earlier date (in each Loan Document are which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, before ). (d) No Default shall have occurred and after giving effect to be continuing or would result from such borrowing, issuance of letter of credit, bankers' acceptance proposed Credit Extension or other credit extension and to the application of the proceeds therefrom, as though made on and as . Table of such date, Contents Each Credit Extension (other than any such representations or warranties that, Credit Extension referred to in the next sentence) shall be deemed to constitute a representation and warranty by their terms, refer to a specific date other than the Borrower on the date thereof as to the matters specified in this Section 4.02. The provisions of such borrowing, issuance this Section 4.02 shall not apply to the conversion of letter Revolving Loans from one Type to the other or the continuation of credit, bankers' acceptance or other credit extensionEurodollar Rate Loans, in which each case such representations and warranties shall be correct as described in all material respects as of such specific date; and (ii) no Default has occurred and is continuing under the Loan Documents and no payment default has occurred and is continuing under any Covered FacilitySection 2.02, or would result from such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension or from to the application of the proceeds therefrom; and (b) the Administrative Special Agent shall have received such other information as the Debt Coordinators may reasonably request in order to confirm the (i) accuracy of the representations and warranties of the Loan Parties in the Loan Documents and Covered Facilities, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered FacilitiesLoans.

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party the Lenders to make a loaneach Credit Extension, issue a letter of creditincluding the initial Revolving Loans on or after the Effective Date, bankers' acceptance or other credit extension pursuant to any Covered Facility and the right obligation of any Loan Party Letter of Credit Issuer to request a borrowing, issue or permit the issuance renewal (automatic or otherwise) of a letter any Letter of credit, bankers' acceptance or to request any other credit extension, Credit shall be, in addition to the conditions precedent present in the applicable Covered Facility, be subject to the further conditions precedent that on and as of the date of any such Credit Extension: (a) The following statements shall be true, and the acceptance by any Borrower of any Credit Extension shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of such Borrower, dated the date of such borrowingCredit Extension, issuance or other credit extension (a) the following statements shall be true (and the acceptance by such Loan Party of the proceeds of such borrowing, issuance or other credit extension shall constitute a representation and warranty by Group and such Loan Party that on the date of such borrowing, issuance or other credit extension such statements are true):stating that: (i) the The representations and warranties of the Credit Parties contained in each this Agreement and the other principal Loan Document Documents are correct in all material respects on and as of the date of such date, before Credit Extension and after giving effect to such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension and to the application of the proceeds therefrom, as though are deemed made on and as of such date, other than any such representations representation or warranties that, by their terms, refer warranty which relates to a specific specified prior date other than and except to the date of extent the Agent and the Lenders have been notified in writing by any Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such borrowing, issuance of letter of credit, bankers' acceptance representation or other credit extension, in which case such representations and warranties shall be correct in all material respects as of such specific datewarranty; and (ii) no Default No event has occurred and is continuing under the Loan Documents and no payment default has occurred and is continuing under any Covered Facilitycontinuing, or would result from such borrowingCredit Extension, issuance which constitutes a Default or an Event of letter of creditDefault; and (iii) No event has occurred and is continuing, bankers' acceptance or other credit extension would result from such Credit Extension, which has had or from the application of the proceeds therefrom; and would have a Material Adverse Effect. (b) No such Credit Extension shall exceed Availability, provided, however, that the Administrative foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.2(h) or (i) or any Revolving Loan made to reimburse any drawing under a Letter of Credit pursuant to Section 1.3(e). (c) The Agent shall have received a Borrowing Base Certificate giving effect to such other information as the Debt Coordinators may reasonably request in order to confirm the (i) accuracy of the representations and warranties of the Loan Parties in the Loan Documents and Covered Facilities, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered FacilitiesCredit Extension.

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party to make a loan, issue a letter of credit, bankers' acceptance Each Credit Extension hereunder on or other credit extension pursuant to any Covered Facility and after the right of any Loan Party to request a borrowing, the issuance of a letter of credit, bankers' acceptance or to request any other credit extension, Amendment No. 2 Effective Date shall be, in addition be subject to the conditions precedent present in that: (a) the applicable Covered Facility, subject Borrower shall have delivered to the further Administrative Agent a Loan Request for such Loan, in accordance with Section 2.02(a); (b) the Borrower (or the Parent on its behalf) shall have delivered to the Administrative Agent all Payment Date Certificates, if any, required to be delivered hereunder on or prior to such date; (c) the conditions precedent that to such Credit Extension specified in Section 2.02 shall be satisfied; (d) on the date of such borrowing, issuance or other credit extension (a) Credit Extension the following statements shall be true and correct (and upon the acceptance by such Loan Party of the proceeds occurrence of such borrowingCredit Extension, issuance or other credit extension the Credit Parties shall constitute a representation be deemed to have represented and warranty by Group and such Loan Party warranted that on the date of such borrowing, issuance or other credit extension such statements are truethen true and correct): (i) the representations and warranties of the Credit Parties contained in each Loan Document Section 7.01 are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (ii) the Borrower will use the proceeds of the Credit Extension solely in accordance with Section 2.02(a) of this Agreement; (iii) no Event of Default or Potential Event of Default has occurred and is continuing, before and no Event of Default or Potential Event of Default would result from such Credit Extension; (iv) immediately prior to and after giving effect to such borrowingCredit Extension (and the substantially concurrent contribution by Parent of Eligible Scooters to Borrower), issuance the LTC Percentage is equal to or less than the Maximum LTC Percentage; (v) the amount of letter such Credit Extension shall not exceed the product of credit, bankers' acceptance or other credit extension and to (x) the application Advance Rate on such date multiplied by (y) the aggregate Cost of the proceeds therefromEligible Scooters contributed by Parent to Borrower substantially concurrently with such Credit Extension (or, as though made for any Credit Extension on and as the Amendment No. 2 Initial Funding Date, the aggregate Cost of the Eligible Scooters contributed by Parent to Borrower substantially concurrently with such Credit Extension plus, without duplication, the aggregate Cost of all Eligible Scooters owned by the Borrower on such date); (vi) the Parent is in compliance with the Minimum Liquidity covenant in Section 8.6 of the Scooter Lease; and (vii) with respect the Credit Extension on the Amendment No. 2 Initial Funding Date, other than any all Scooters related to such representations or warranties thatCredit Extension are Eligible Scooters. (e) the Lenders shall have received, by their terms, refer at least three (3) Business Days prior to a specific date other than the date of such borrowingCredit Extension, issuance of letter of creditthe Model updated to include such Credit Extension; (f) the Lenders shall have received, bankers' acceptance or other credit extension, in which case such representations and warranties shall be correct in all material respects as at least three (3) Business Days prior to the date of such specific date; andCredit Extension, the Data Tape in respect of Scooters contributed or transferred to the Borrower in respect of such Credit Extension; (iig) no Default has occurred and is continuing under (x) with respect to the Loan Documents and no payment default has occurred and is continuing under any Covered Facilityfirst Credit Extension, or would result from such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension or from the application of the proceeds therefrom; and (bi) the Administrative Agent shall have received (A) a copy of the Letter of Credit and (B) tracking information showing that the original Letter of Credit has been sent for overnight delivery to the Administrative Agent, and (ii) the Parent or the Borrower shall have paid to the Lenders (or the Administrative Agent on their behalf) and the Administrative Agent the fees payable on the Closing Date referred to in the Fee Letters, and (y) with respect to the Amendment No. 2 Initial Funding Date, the Administrative Agent shall have received the original Letter of Credit with a Minimum LC Amount updated as specified in the Scooter Lease; (h) the Lenders shall have received and approved, at least three (3) Business Days prior to the date of such other information as Credit Extension, any updates to Schedule V hereto or received confirmation from the Debt Coordinators may reasonably request in order Borrower that no updates to confirm the Schedule V hereto are required; (i) accuracy the Borrower owns and has good and marketable title to the Collateral free and clear of any Adverse Claim of any Person other than Liens permitted to exist under this Agreement; (j) the Commitment Termination Date has not occurred; (k) the Administrative Agent shall have received at least three (3) Business Days prior to the Amendment No. 2 Initial Funding Date a funds flow memorandum, in form and substance reasonably satisfactory to it; (l) the Administrative Agent and the Lenders shall have received the results of a recent search, by a Person satisfactory to the Lenders, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of the representations and warranties Bird Parties, together with copies of all such filings disclosed by such search; and (m) if, after giving effect to such Credit Extension, the Loan Parties in aggregate original principal amount of all Credit Extensions provided hereunder since the Loan Documents and Covered FacilitiesClosing Date would exceed $40,000,000, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered FacilitiesSPAC Transaction shall have been consummated.

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party Bank to make a loan, issue a letter of credit, bankers' acceptance or other credit extension pursuant to any Covered Facility and Credit Extension on the right of any Loan Party to request a borrowing, occasion thereof (including the issuance of a letter of credit, bankers' acceptance or to request any other credit extension, initial Credit Extension) shall be, in addition to the conditions precedent present in the applicable Covered Facility, be subject to the further additional conditions precedent that on the date of such borrowing, issuance or other credit extension Borrowing (a) immediately before and after giving effect to such Credit Extension (and, in the case of a Borrowing), and to the application of proceeds therefrom, the following statements shall be true and (x) each of the giving of the applicable Notice of Borrowing and the acceptance by such Loan Party the Applicable Borrower of the proceeds of such borrowingBorrowing and (y) the submission of a request for issuance of a Letter of Credit shall, issuance or other credit extension shall in each case, be deemed to constitute a representation and warranty by Group and such Loan Party the Applicable Borrower that on the date of such borrowingCredit Extension (and, issuance in the case of a Borrowing or other credit extension such issuance, immediately before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): (i) the The representations and warranties contained in each Loan Document Section 7.01 (other than subsection (h) thereof) and in Section 11 of the Guaranty (other than subsections (e)(i), (f) and (g) thereof) are correct in all material respects (or, if any such representation or warranty is qualified by materiality or material adverse effect, it is true and correct in all respects) on and as of the date of such date, before and after giving effect to such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension and to the application of the proceeds therefrom, Credit Extension as though made on and as of such date, other than any such representations or warranties that, by their terms, refer date (except to a specific date other than the date of such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension, in which case extent that such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or material adverse effect, it is true and correct in all respects) as of such specific earlier date; and); (ii) no Default No event has occurred and is continuing under the Loan Documents and no payment default has occurred and is continuing under any Covered Facilitycontinuing, or would result from such borrowingCredit Extension (and, issuance in the case of letter of credita Borrowing, bankers' acceptance or other credit extension or from the application of the proceeds therefrom), which constitutes an Event of Default or an Unmatured Event of Default; and (iii) The Aggregate Revolving Credit Exposure at such time does not exceed the Aggregate Commitments at such time, and (b) the Administrative Agent shall have received such other information documents as any Bank through the Debt Coordinators Administrative Agent may reasonably request in order related to confirm the clauses (ia)(i) accuracy of the representations and warranties of the Loan Parties in the Loan Documents and Covered Facilities, or (iia)(ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered Facilitiesabove.

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party Lenders and the L/C Issuers to make a loan, issue a letter of credit, bankers' acceptance or other credit extension pursuant to any Covered Facility and the right of any Loan Party to request a borrowing, the issuance of a letter of credit, bankers' acceptance or to request any other credit extension, shall be, in addition to the conditions precedent present in the applicable Covered Facility, Credit Extension hereunder is subject to the further satisfaction of the following additional conditions precedent that on precedent: (a) The Administrative Agent shall have received a notice of borrowing under Section 2.02 or, in the case of any Credit Extension in the form of a Swingline Loan or Letter of Credit, the Swingline Lender or the applicable L/C Issuer shall have received a request therefor in accordance herewith. (b) The Borrower shall have delivered (x) evidence reasonably satisfactory to the Administrative Agent that, as of the date of such borrowingCredit Extension and after giving effect thereto (and to any prepayments to be made concurrently with such Credit Extension), issuance or other credit extension the aggregate amount of the Revolving Exposures shall not exceed an amount equal to (ai) the following statements shall be true lesser of (A) the aggregate Commitments at such time and (B) the acceptance by Borrowing Base at such time and (C) the Facilities Reduction Amount at such time, minus (ii) the Availability Block, minus (iii) the Specified Reserves at such time, plus (iv) the Overadvance Maximum Amount at such time, plus (v) the Special Agent Loan Party Exposure at such time and (y) a certificate of a Responsible Officer (A) stating and certifying as to the proceeds Facilities Reduction Amount as of such borrowing, issuance or other credit extension shall constitute a representation and warranty by Group and such Loan Party that on the date of such borrowing, issuance or other credit extension Credit Extension and (B) setting forth in reasonable detail the calculation and basis for such statements are true):amount. (ic) the The representations and warranties of the Borrower and each other Loan Party contained in each Article V or in any other Loan Document are shall be true and correct in all material respects on and as of the date of such Credit Extension as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties by their terms relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, before ). (d) No Default shall have occurred and after giving effect to be continuing or would result from such borrowing, issuance of letter of credit, bankers' acceptance proposed Credit Extension or other credit extension and to the application of the proceeds therefrom, as though made on and as of such date, . Each Credit Extension (other than any such representations or warranties that, Credit Extension referred to in the next sentence) shall be deemed to constitute a representation and warranty by their terms, refer to a specific date other than the Borrower on the date thereof as to the matters specified in this Section 4.02. The provisions of such borrowing, issuance this Section 4.02 shall not apply to the conversion of letter Revolving Loans from one Type to the other or the continuation of credit, bankers' acceptance or other credit extensionEurodollar Rate Loans, in which each case such representations and warranties shall be correct as described in all material respects as of such specific date; and (ii) no Default has occurred and is continuing under the Loan Documents and no payment default has occurred and is continuing under any Covered FacilitySection 2.02, or would result from such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension or from to the application of the proceeds therefrom; and (b) the Administrative Special Agent shall have received such other information as the Debt Coordinators may reasonably request in order to confirm the (i) accuracy of the representations and warranties of the Loan Parties in the Loan Documents and Covered Facilities, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered FacilitiesLoans.

Conditions Precedent to Each Credit Extension. The obligation of each Lender Party CIT to make a loan, issue a letter any Credit Extension hereunder (whether such Credit Extension shall consist of credit, bankers' acceptance or other credit extension pursuant to any Covered Facility and the right of any Loan Party to request a borrowing, the issuance making of a letter of credit, bankers' acceptance Loan or to request any other credit extension, shall be, in addition assistance to the conditions precedent present Borrower in the applicable Covered Facility, establishing or opening Letters of Credit) is subject to the further conditions precedent that performance by the Borrower of its obligations to be performed hereunder or under the Related Documents on or before the date of such borrowing, issuance or other credit extension Credit Extension and to the satisfaction of the following further conditions: (a) The representations and warranties of the following statements Borrower contained in Article VII hereof and in each Related Document and the representations of the Obligors contained in the Guaranties and in the Related Documents shall be true in all material respects and as of the date of each Credit Extension hereunder with the same effect as though made on and as of each such date. (b) No Event of Default and no Potential Default shall have occurred and be continuing or exist or shall occur or exist after giving effect to such Credit Extension. (c) The aggregate unpaid principal amount of the Loans and the acceptance Letter of Credit Exposure shall not exceed, and after giving effect to the requested Credit Extension will not exceed, the Current Commitment. (d) CIT shall have received from the Borrower a written or an oral (in the case of any oral notice, if requested by such Loan Party CIT, promptly confirmed in writing as set forth in Section 2.03(a) of this Agreement) Notice of Borrowing from the Designated Officer of the proceeds Borrower complying with the terms of such borrowingSection 2.03(a) of the Agreement. (e) No event or condition shall have occurred which has had, issuance or other credit extension is reasonably likely to have, a Material Adverse Effect. Any oral or written request by the Borrower for any Credit Extension hereunder shall constitute a representation and warranty by Group and such Loan Party the Obligors that on the conditions set forth in this Section 8.02 have been satisfied as of the date of such borrowing, issuance or request. Failure of CIT to receive notice from the Borrower to the contrary before such Credit Extension is made shall constitute a further representation and warranty by the Obligors that the conditions set forth in this Section 8.02 (other credit extension such statements are true): than those set forth in clause (ie) the representations and warranties contained in each Loan Document are correct in all material respects on and have been satisfied as of such date, before and after giving effect to such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension 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 a specific date other than the date of such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension, in which case such representations and warranties shall be correct in all material respects as of such specific date; and (ii) no Default has occurred and is continuing under the Loan Documents and no payment default has occurred and is continuing under any Covered Facility, or would result from such borrowing, issuance of letter of credit, bankers' acceptance or other credit extension or from the application of the proceeds therefrom; and (b) the Administrative Agent shall have received such other information as the Debt Coordinators may reasonably request in order to confirm the (i) accuracy of the representations and warranties of the Loan Parties in the Loan Documents and Covered Facilities, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents and the Covered Facilities and (iii) absence of any Default under the Loan Documents or the Covered FacilitiesCredit Extension.