Common use of Conditions Precedent to Each Loan and Each Letter of Credit Clause in Contracts

Conditions Precedent to Each Loan and Each Letter of Credit. The obligations of the Lenders to make each Revolving Credit Loan, and of the Issuing Banks to issue each Letter of Credit, are subject to the following conditions precedent: (a) The Administrative Agent shall have received a notice with respect to such Borrowing or issuance, as the case may be, as required by Article II. (b) (i) No Default or Event of Default is then occurring, (ii) the representations and warranties contained in SECTION 3.04(b) shall be true and correct in all respects, and (iii) all other representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date, except to the extent that (A) such representations and warranties are qualified as to “materiality”, “Material Adverse Effect” or similar language, in which case they shall be true and correct in all respects (as so qualified by “materiality”, “Material Adverse Effect” or similar language) on and as of such date, and (B) such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date. (c) On the date of each Borrowing hereunder and the issuance of each Letter of Credit and after giving effect thereto, the Loan Parties shall be in compliance with all of the terms and provisions set forth herein and in the other Loan Documents to be observed or performed and no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received timely delivery of the most recently required Borrowing Base Certificate, with each such Borrowing Base Certificate including schedules as reasonably required by the Administrative Agent. The request by the Borrower for, and the acceptance by the Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Loan Parties that the conditions specified in this SECTION 4.02 have been satisfied at that time and that after giving effect to such extension of credit the Borrower shall continue to be in compliance with the Borrowing Base. The conditions set forth in this SECTION 4.02 are for the sole benefit of the Administrative Agent and each other Credit Party and may be waived by the Administrative Agent, in whole or in part, without prejudice to the Administrative Agent or any other Credit Party.

Conditions Precedent to Each Loan and Each Letter of Credit. The obligations obligation of the Lenders to make each Revolving Credit Loan, Loan and of the Issuing Banks to issue each Letter of Credit, are Credit after the Effective Date is also subject to the following conditions precedent: (a) The Administrative Agent shall have received a notice with respect to such Borrowing or issuance, as the case may be, as required by Article ARTICLE II, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank shall have received notice with respect thereto in accordance with SECTION 2.13. (b) (i) No Default or Event of Default is then occurring, (ii) the representations and warranties contained in SECTION 3.04(b) shall be true and correct in all respects, and (iii) all other All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith (including in any Borrowing Base Certificate) shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date, except to the extent that (A) such other than representations and warranties that relate solely to an earlier date and other than representations and warranties which are qualified as to by “materiality”, ” or “Material Adverse Effect” or similar language”, in each of which case they shall be true and correct in all respects (as so qualified by “materiality”, “Material Adverse Effect” or similar language) on and as of such date, and (B) such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier daterespects. (c) On the date of each Borrowing hereunder and the issuance of each Letter of Credit and after giving effect thereto, the Loan Parties shall be in compliance with all of the terms and provisions set forth herein and in the other Loan Documents to be observed or performed and no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received timely delivery of the most recently required Borrowing Base Certificate, with each such Borrowing Base Certificate including schedules as reasonably required by the Administrative Agent. The request by the Lead Borrower or the Canadian Borrower, as applicable, for, and the acceptance by the any Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Loan Parties that the conditions specified in this SECTION 4.02 have been satisfied at that time and that that, after giving effect to such extension of credit credit, the Borrower Domestic Borrowers shall continue to be in compliance with the Tranche A Borrowing Base or the Canadian Borrowing Base. The conditions set forth in this SECTION 4.02 are for the sole benefit of the Administrative Agent and the Canadian Agent and each other Credit Party and may be waived by the Administrative Agent or the Canadian Agent, in whole or in part, without prejudice to the rights of the Administrative Agent, the Canadian Agent or any other Credit Party.

Conditions Precedent to Each Loan and Each Letter of Credit. The obligations obligation of the Lenders to make each Revolving Credit Loan, Loan and of the Issuing Banks to issue each Letter of Credit, are Credit from and after the Effective Date is also subject to the following conditions precedent: (a) The Administrative Agent shall have received a notice with respect to such Borrowing or issuance, as the case may be, as required by Article ARTICLE II, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank shall have received notice with respect thereto in accordance with SECTION 2.13. (b) (i) No Default or Event of Default is then occurring, (ii) the representations and warranties contained in SECTION 3.04(b) shall be true and correct in all respects, and (iii) all other All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith (including in any Borrowing Base Certificate) shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date, except to the extent that (A) such other than representations and warranties are qualified as to “materiality”, “Material Adverse Effect” or similar language, in which case they shall be true and correct in all respects (as so qualified by “materiality”, “Material Adverse Effect” or similar language) on and as of such date, and (B) such representations and warranties that relate solely to an earlier date, in date which case they shall be true and correct in all material respects on as of such earlier date (in each case, other than representations and warranties which are qualified by “materiality” or “Material Adverse Effect”, each of which shall be true and correct in all respects as of such date or as of such earlier date, as applicable). (c) On the date of each Borrowing hereunder and the issuance of each Letter of Credit and after giving effect thereto, the Loan Parties shall be in compliance with all of the terms and provisions set forth herein and in the other Loan Documents to be observed or performed and no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent On the date of each Borrowing hereunder and the issuance of each Letter of Credit and after giving effect thereto, to the extent the proceeds thereof will be used to fund a Restricted Payment, the Loan Parties, on a Consolidated basis, shall have received timely delivery of the most recently required Borrowing Base Certificate, with each such Borrowing Base Certificate including schedules as reasonably required by the Administrative Agentbe Solvent. The request by the Lead Borrower or the Canadian Borrower, as applicable, for, and the acceptance by the any Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Loan Parties that the conditions specified in this SECTION 4.02 have been satisfied at that time and that that, after giving effect to such extension of credit credit, the Borrower Domestic Borrowers shall continue to be in compliance with the Tranche A Borrowing Base or the Canadian Borrowing Base. The conditions set forth in this SECTION 4.02 are for the sole benefit of the Administrative Agent and the Canadian Agent and each other Credit Party and may be waived by the Administrative Agent or the Canadian Agent, in whole or in part, without prejudice to the rights of the Administrative Agent, the Canadian Agent or any other Credit Party. Until the Required Lenders otherwise direct the Administrative Agent or the Canadian Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Commitment Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrartive Agent or the Canadian Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions Precedent to Each Loan and Each Letter of Credit. The obligations It shall be a further condition precedent that at the time of the Lenders making of each Loan and the issuance of each Letter of Credit (before as well as after giving effect to make such Loans and Letters of Credit and the proposed use of the proceeds thereof) the following statements must be true: (a) with respect to each Revolving Credit Loan, Swingline Loan and of the Issuing Banks to issue each Letter of Credit, are subject the most recent Borrowing Base Certificate delivered to the following conditions precedent: (aAgent pursuant to Section 8.07(e) The Administrative Agent shall have received a notice with respect demonstrate that, after giving effect to the making of such Borrowing Revolving Loan, Swingline Loan or issuancethe issuance of such Letter of Credit, as the case may be, as required by Article II.the Borrowing Availability will not be less than zero; and (b) the use of proceeds from such Loan will not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction or regulation, or determination of any court of law or other Governmental Authority; (ic) No all legal proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall have been reasonably satisfactory in form and substance to the Required Lenders; (d) no Default or Event of Default is then occurring, shall exist at such time or arise from the making of such Loan or the issuing of such Letter of Credit; (iie) the all representations and warranties contained in SECTION 3.04(b) shall be true and correct in all respects, and (iii) all other representations and warranties contained in this Agreement and the other Loan Credit Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of each Borrowing that such Loan is made or the issuance of each such Letter of Credit hereunder with the same effect as if made on and as of is issued except where such date, except to the extent that (A) such representations and warranties are qualified as to “materiality”, “Material Adverse Effect” representation or similar language, in which case they shall be true and correct in all respects (as so qualified by “materiality”, “Material Adverse Effect” or similar language) on and as of such date, and (B) such representations and warranties relate warranty specifically refers to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date.; and (cf) On since the date of each Borrowing hereunder and the issuance most recent financial statements of each Letter of Credit and after giving effect theretoConso International described in Section 7.14 or, if later, the Loan Parties shall be in compliance with all most recent financial statements of the terms and provisions set forth herein and in Consolidated Companies delivered to the other Loan Documents Lenders pursuant to be observed Section 8.07(a) or performed and no Default or Event of Default (b), there shall have occurred and been no event or change which has had or could reasonably be continuing.expected to have a Materially Adverse Effect; and (dg) The Administrative the Agent shall have received timely delivery such other documents, certificates, information or legal opinions as the Agent and Lenders may reasonably request, all in form and substance reasonably satisfactory to the Agent and Lenders. Each Notice of the most recently required Borrowing Base Certificate, with each such Borrowing Base Certificate including schedules as reasonably required by the Administrative Agent. The request given by the Borrower for, in accordance with the terms hereof and the acceptance by the Borrower ofof the proceeds of any Loan, and each extension request for a Letter of credit hereunder Credit given by the Borrower in accordance with the terms hereof, shall be deemed to be constitute a representation and warranty by the Borrower, made as of the time of the making of such Loan Parties or the issuance of such Letter of Credit that the conditions specified in this SECTION 4.02 Section 6.02 have been satisfied at fulfilled as of such time. In the event that, in connection with the delivery of any such Notice of Borrowing, the Borrower is required to amend any item of any Schedule of this Agreement in order that time the statement set forth in Section 6.02(e) shall be true and that after giving effect to such extension of credit correct, the Borrower shall continue deliver to the Agent at least five (5) Business Days prior to the date of Borrowing requested or to be requested, a request that such item of such Schedule be amended, and the Agent shall promptly forward such request to the Lenders. To the extent that the Required Lenders, agree in compliance with the Borrowing Base. The conditions set forth in this SECTION 4.02 are for the their sole benefit of the Administrative Agent and each other Credit Party and may be waived by the Administrative Agentabsolute discretion to such requested amendment or otherwise agree, in whole or in parttheir sole and absolute discretion, without prejudice to make any Loans after receipt of such request, the Administrative Agent or any other Credit Partyrepresentations and warranties proposed to be amended by such requested amendment to such Schedule will be deemed amended for purposes of this Agreement.

Conditions Precedent to Each Loan and Each Letter of Credit. The obligations obligation of the Lenders to make each Revolving Credit Loan, Loan and of the Issuing Banks to issue or extend each Letter of Credit, are Credit from and after the Closing Date is also subject to satisfaction (or waiver) of the following conditions precedent: (a) The Closing Date shall have occurred. (b) The Interim Order and the Canadian Initial Order shall be in full force and effect and shall not have been vacated or reversed, shall not be subject to any stay, and shall not have been modified or amended in a manner adverse to the Lenders without the consent of the Administrative Agent and the Arrangers. 131 (c) On any day that is 45 days or later after the Effective Date, the Final Order Entry Date shall have occurred and the Final Order shall be in full force and effect and shall not have been vacated or reversed, shall not be subject to any stay, and shall not have been modified or amended in a manner adverse to the Lenders without the consent of the Administrative Agent and the Arrangers. (d) For any Revolving Credit Loan to be made or Letter of Credit to be issued or extended on or after the Comeback Motion (i) the Canadian Initial Order shall not have been amended, restated, supplemented or otherwise modified as a result of the Comeback Motion or otherwise without the consent of the Administrative Agent and the Required Lenders; (ii) the Canadian Court shall have issued an order amending, restating, supplementing or otherwise modifying the Canadian Initial Order at the Comeback Motion, as necessary, to (i) approve service and/or substitute service on all secured creditors likely to be affected by the Liens created by the Credit Documents; (ii) approve full availability of the Facilities; and (iii) provide for the full priming (excluding, for the avoidance of doubt, the Canadian Priority Charges) of the Canadian DIP Charge. (e) The Administrative Agent shall have received a notice with respect to such Borrowing or issuance, as the case may be, as required by Article ARTICLE II, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank shall have received notice with respect thereto in accordance with SECTION 2.13. (bf) [Reserved] (ig) No Default or Event of Default is then occurring, (ii) the representations and warranties contained in SECTION 3.04(b) shall be true and correct in all respects, and (iii) all other All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith (including in any Borrowing Base Certificate) shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date, except to the extent that (A) such other than representations and warranties are qualified as to “materiality”, “Material Adverse Effect” or similar language, in which case they shall be true and correct in all respects (as so qualified by “materiality”, “Material Adverse Effect” or similar language) on and as of such date, and (B) such representations and warranties that relate solely to an earlier date, in date which case they shall be true and correct in all material respects on as of such earlier date (in each case, other than representations and warranties which are qualified by “materiality” or “Material Adverse Effect”, each of which shall be true and correct in all respects as of such date or as of such earlier date, as applicable). (ch) On the date of each Borrowing hereunder and the issuance of each Letter of Credit and after giving effect thereto, the Loan Parties shall be in compliance with all of the terms and provisions set forth herein and in the other Loan Documents to be observed or performed and no Default or Event of Default shall have occurred and be continuing. (di) The Administrative Agent shall have received timely delivery After giving effect to such Borrowing or such issuance or extension of a Letter of Credit, the aggregate outstanding amount of the most recently required Borrowing Base CertificateCredit Extensions shall not exceed the amount authorized by the Interim Order and the Canadian Initial Order or the Final Order, with each as applicable. (j) After giving effect to such Borrowing Base Certificate including schedules as reasonably required by or such issuance or extension of a Letter of Credit, (i) in the Administrative Agentcase of an Extension of Credit to a Domestic Borrower, the aggregate outstanding amount of the Credit Extensions to Domestic Borrowers shall not exceed Domestic Availability and (ii) in the case of an Extension of Credit to the Canadian 132 Borrower the aggregate outstanding amount of the Credit Extensions to the Canadian Borrower shall not exceed Canadian Availability. (k) Prior to the Full Availability Date, the aggregate amount of the Credit Extensions under the Revolving Facility shall not exceed $1,300,000,000. The request by the Lead Borrower or the Canadian Borrower, as applicable, for, and the acceptance by the any Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Loan Parties that the conditions specified in this SECTION 4.02 have been satisfied (or waived) at that time and that that, after giving effect to such extension of credit credit, the Borrower Borrowers shall continue to be in compliance with the Domestic Borrowing Base or the Canadian Borrowing Base. The conditions set forth in this SECTION 4.02 are for the sole benefit of the Administrative Agent and the Canadian Agent and each other Credit Party and may be waived by the Administrative Agent or the Canadian Agent, in whole or in part, without prejudice to the rights of the Administrative Agent, the Canadian Agent or any other Credit Party. Until the Required Lenders otherwise direct the Administrative Agent or the Canadian Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Commitment Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent or the Canadian Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions Precedent to Each Loan and Each Letter of Credit. The obligations obligation of the Lenders to make each Revolving Credit Loan, Loan and of the Issuing Banks to issue each Letter of Credit, are Credit from and after the Effective Date is also subject to the following conditions precedent: (a) The Administrative Agent shall have received a notice with respect to such Borrowing or issuance, as the case may be, as required by Article ARTICLE II, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank shall have received notice with respect thereto in accordance with SECTION 2.13. (b) (i) No Default or Event of Default is then occurring, (ii) the representations and warranties contained in SECTION 3.04(b) shall be true and correct in all respects, and (iii) all other All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith (including in any Borrowing Base Certificate) shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date, except to the extent that (A) such other than representations and warranties are qualified as to “materiality”, “Material Adverse Effect” or similar language, in which case they shall be true and correct in all respects (as so qualified by “materiality”, “Material Adverse Effect” or similar language) on and as of such date, and (B) such representations and warranties that relate solely to an earlier date, in date which case they shall be true and correct in all material respects on as of such earlier date (in each case, other than representations and warranties which are qualified by “materiality” or “Material Adverse Effect”, each of which shall be true and correct in all respects as of such date or as of such earlier date, as applicable). (c) On the date of each Borrowing hereunder and the issuance of each Letter of Credit and after giving effect thereto, the Loan Parties shall be in compliance with all of the terms and provisions set forth herein and in the other Loan Documents to be observed or performed and no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent On the date of each Borrowing hereunder and the issuance of each Letter of Credit and after giving effect thereto, to the extent the proceeds thereof will be used to fund a Restricted Payment, the Loan Parties, on a Consolidated basis, shall have received timely delivery of the most recently required Borrowing Base Certificate, with each such Borrowing Base Certificate including schedules as reasonably required by the Administrative Agentbe Solvent. The request by the Lead Borrower or the Canadian Borrower, as applicable, for, and the acceptance by the any Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Loan Parties that the conditions specified in this SECTION 4.02 have been satisfied at that time and that that, after giving effect to such extension of credit credit, the Borrower Domestic Borrowers shall continue to be in compliance with the Tranche A Borrowing Base or the Canadian Borrowing Base. The conditions set forth in this SECTION 4.02 are for the sole benefit of the Administrative Agent and the Canadian Agent and each other Credit Party and may be waived by the Administrative Agent or the Canadian Agent, in whole or in part, without prejudice to the rights of the Administrative Agent, the Canadian Agent or any other Credit Party. Until the Required Lenders otherwise direct the Administrative Agent or the Canadian Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Commitment Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administartive Agent or the Canadian Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions Precedent to Each Loan and Each Letter of Credit. The obligations obligation of the Lenders to make each Loan (excluding (x) Revolving Credit LoanLoans required to be made by the Lenders in respect of Unpaid Drawings pursuant to SECTION 2.13(e), and (y) for the avoidance of doubt, any conversion or continuation of any Loan pursuant to SECTION 2.09) and of the Issuing Banks to issue each Letter of Credit, are Credit on and after the Third Restatement Date is also subject to the satisfaction by the Loan Parties or the waiver of each of the following conditions precedent: (a) The Administrative Agent shall have received a notice with respect to such Borrowing or issuance, as the case may be, as required by Article ARTICLE II, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank shall have received notice with respect thereto in accordance with SECTION 2.13. (b) (i) No Default or Event of Default is then occurring, (ii) the representations and warranties contained in SECTION 3.04(b) shall be true and correct in all respects, and (iii) all other All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date, except to the extent that (A) such other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representations and warranties which are qualified as to “materiality”, “Material Adverse Effect” or similar language, in which case they language shall be true and correct in all respects (as so qualified by “materiality”, “Material Adverse Effect” or similar language) on and as of such date, and (B) such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier daterespective dates. (c) On the date of each Borrowing hereunder and the issuance issuance, amendment and extension of each Letter of Credit and after giving effect thereto, the Loan Parties shall be in compliance with all of the terms and provisions set forth herein and in the other Loan Documents to be observed or performed and no Default or Event of Default shall have occurred and be continuing. (d) The With respect to each Borrowing hereunder, the proceeds of which will be used to fund a Restricted Payment or a payment in respect of Subordinated Indebtedness, the Administrative Agent shall have received timely delivery a certificate of a Responsible Officer certifying that, before and after giving effect to such Borrowing, the most recently required Loan Parties, on a Consolidated basis, shall be Solvent. (e) The aggregate outstanding amount of Credit Extensions to, or for the account of, the Borrowers, after giving effect to the applicable Borrowing Base Certificateor issuance or renewal of a Letter of Credit, with each shall not exceed the Loan Cap on such date (except for Permitted Overadvances). Each Notice of Borrowing Base Certificate (other than a notice of Borrowing requesting only a conversion of Revolving Loans to the other Type or a continuation of LIBO Loans, but including schedules as reasonably required any request for a Swingline Loan) and Letter of Credit Application submitted by the Administrative Agent. The request by the Lead Borrower for, and the acceptance by the Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrowers that the conditions specified in this SECTION 4.02 have been satisfied at that time on and that after giving effect to such extension as of credit the Borrower shall continue to be in compliance with date of the Borrowing Baseapplicable Credit Extension. The conditions set forth in this SECTION 4.02 are for the sole benefit of the Credit Parties, but until the Required Lenders direct the Administrative Agent to cease making Loans (including Swingline Loans) and each other the Issuing Banks to cease issuing Letters of Credit, the Lenders will fund their Commitment Percentage of all Revolving Loans and participate in all Swingline Loans and Letters of Credit Party whenever made or issued, which are requested by the Lead Borrower and may be waived which, notwithstanding the failure of the Loan Parties to comply with the provisions of this ARTICLE IV, agreed to by the Administrative AgentAgent and, in whole or in part, without prejudice with respect to the Administrative Agent issuance of Letters of Credit only, the applicable Issuing Bank; provided, however, the making of any such Loans or the issuance of any other Letters of Credit Partyshall not be deemed a modification or waiver by any Credit Party of the provisions of this ARTICLE IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions Precedent to Each Loan and Each Letter of Credit. The obligations obligation of the Lenders to make each Revolving Credit Loan, Loan and of the Issuing Banks to issue each Letter of Credit, are Credit after the Effective Date is also subject to the following conditions precedent: (a) The Administrative Agent shall have received a notice with respect to such Borrowing or issuance, as the case may be, as required by Article ARTICLE II, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank shall have received notice with respect thereto in accordance with SECTION 2.13. (b) (i) No Default or Event of Default is then occurring, (ii) the representations and warranties contained in SECTION 3.04(b) shall be true and correct in all respects, and (iii) all other All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date, except to the extent that (A) such other than representations and warranties that relate solely to an earlier date and other than representations and warranties which are qualified as to by “materiality”, ” or “Material Adverse Effect” or similar language”, in each of which case they shall be true and correct in all respects (as so qualified by “materiality”, “Material Adverse Effect” or similar language) on and as of such date, and (B) such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier daterespects. (c) On the date of each Borrowing hereunder and the issuance of each Letter of Credit and after giving effect thereto, the Loan Parties shall be in compliance with all of the terms and provisions set forth herein and in the other Loan Documents to be observed or performed and no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received timely delivery of the most recently required Borrowing Base Certificate, with each such Borrowing Base Certificate including schedules as reasonably required by the Administrative Agent. The request by the Lead Borrower or the Canadian Borrower, as applicable, for, and the acceptance by the any Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Loan Parties that the conditions specified in this SECTION 4.02 have been satisfied at that time and that after giving effect to such extension of credit the Borrower shall continue to be in compliance with the Borrowing Base. The conditions set forth in this SECTION 4.02 are for the sole benefit of the Administrative Agent and each other Credit Party and may be waived by the Administrative Agent, in whole or in part, without prejudice to the Administrative Agent or any other Credit Party.SECTION

Conditions Precedent to Each Loan and Each Letter of Credit. The obligations obligation of the Lenders to make each Revolving Credit Loan, Loan and of the Issuing Banks to issue each Letter of Credit, are Credit (other than the initial Revolving Credit Loan and Letter of Credit to be issued on Closing Date in order to consummate the TRU Acquisition as more particularly set forth on a schedule of Sources and Uses previously delivered to the Agents) is also subject to the following conditions precedent: (a) The Administrative Agent shall have received a notice with respect to such Borrowing or issuance, as the case may be, as required by Article II, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank shall have received notice with respect thereto in accordance with SECTION 2.13. (b) (i) No Default or Event of Default is then occurringThe Agents shall have received, (ii) on the representations Closing Date, the Security Documents in form, scope and warranties contained in SECTION 3.04(b) shall be true and correct amount reasonably satisfactory in all respectsrespects to the Agents and certificates evidencing any stock being pledged by the Lead Borrower (of the Canadian Borrower) and of the Canadian Loan Parties thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties. (c) The Agents shall have received, on the Closing Date, all documents and instruments, including Uniform Commercial Code and PPSA financing statements and certified statements issued by the Quebec Register of Personal and Movable Real Rights, required by law or reasonably requested by the Agents to be filed, registered, published or recorded to create or perfect the first priority Liens (iiisubject only to Permitted Encumbrances having priority by operation of Applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, published or recorded or other arrangements reasonably satisfactory to the Agents for such filing, registration, publication or recordation shall have been made. (d) There shall have been delivered to the Agents on the Closing Date each of the instruments, agreements, opinions, certificates and other documents identified on the post-closing agenda attached hereto as Exhibit O. (e) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date, except to the extent that (A) such other than representations and warranties are qualified as to “materiality”, “Material Adverse Effect” or similar language, in which case they shall be true and correct in all respects (as so qualified by “materiality”, “Material Adverse Effect” or similar language) on and as of such date, and (B) such representations and warranties that relate solely to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date. (cf) On the date of each Borrowing hereunder and the issuance of each Letter of Credit and after giving effect thereto, the Loan Parties shall be in compliance with all of the terms and provisions set forth herein and in the other Loan Documents to be observed or performed and no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received timely delivery of the most recently required Borrowing Base Certificate, with each such Borrowing Base Certificate including schedules as reasonably required by the Administrative Agent. The request by the Lead Borrower or the Canadian Borrower, as applicable, for, and the acceptance by the any Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Loan Parties that the conditions specified in this SECTION 4.02 have been satisfied at that time and that after giving effect to such extension of credit the Borrower Domestic Borrowers shall continue to be in compliance with the Tranche A Borrowing Base (or Tranche A-1 Borrowing Base, if applicable) or the Canadian Borrowing Base. The conditions set forth in this SECTION 4.02 are for the sole benefit of the Administrative Agent and the Canadian Agent and each other Credit Party and may be waived by the Administrative Agent or the Canadian Agent, in whole or in part, without prejudice to the rights of the Administrative Agent, the Canadian Agent or any other Credit Party.