Common use of Conditions to all Credit Extensions Clause in Contracts

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing or would result from such Credit Extension or from the application of proceeds therefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively taken. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in Article V or any each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the proviso below, no Material Non-Recourse Subsidiary designation of such Borrower as a Designated Borrower shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenmet. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Borrowing Notice requesting only a conversion of Term Loans or Revolving Credit Loans to the other Type or a continuation of Eurocurrency Rate Loans or BBSY Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower contained in Article V and (ii) each Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document required to be furnished at any time under or in connection herewith or therewiththereunder, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result immediately, from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any Change in Law which in the reasonable opinion of the Administrative Agent, the Required Revolving Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would prohibit such Credit Extension to be denominated in the relevant Alternative Currency. It is understood, for avoidance of doubt, that each Credit Extension made in connection with the effectiveness of any Incremental Commitments or Incremental Facility, the proceeds of which are used to consummate a Permitted Acquisition, will be subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition conditions set forth in this Section 4.02(dclauses (a) shall not be required and (b) only to be satisfied the extent specified in connection with any Request for Credit Extension if (A) the relevant event described in clause (iSections 2.14(c) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively taken2.15(d)(i). Each Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Term Loans or Revolving Credit Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than pursuant to a (x) Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, (y) a Payment Commitment or an Auction Agreement, or (z) a Payoff Letter Commitment) is subject to the following conditions precedent: (a) The representations and warranties of the Company and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No (i) in the case of Revolving Borrowings, no Revolving Default or Revolving Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof, (ii) in the case of Used Vehicle Floorplan Borrowings, (A) no Used Vehicle Event of Default shall exist, or would result from such proposed Borrowing or the application of the proceeds thereof, with respect to the Used Vehicle Borrower that is requesting the Borrowing, (B) no Used Vehicle Event of Default under Section 8.03(e), (f) or (m) shall exist, (C) no Used Vehicle Event of Default under Section 8.03(h) or (i) shall exist with respect to the Company and (D) no Used Vehicle Event of Default under any other subsection of Section 8.03 has continued for thirty (30) days or more, and (iii) in the case of New Vehicle Floorplan Borrowings, (A) no New Vehicle Event of Default shall exist, or would result from such proposed Borrowing or the application of the proceeds thereof, with respect to the New Vehicle Borrower that is requesting the Borrowing, (B) no New Vehicle Event of Default under Section 8.05(e), (f) or (m) shall exist, (C) no New Vehicle Event of Default under Section 8.05(h) or (i) shall exist with respect to the Company and (D) no New Vehicle Event of Default under any other subsection of Section 8.05 has continued for thirty (30) days or more. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth hereof; provided that, with respect to Revolving Swing Line Borrowings, for purposes of this Section 4.02(c) and the last sentence of Section 4.02, while a Revolving Autoborrow Agreement is in this Agreementeffect, the Company shall be deemed to have given a Revolving Swing Line Loan Notice (and reaffirmed the representations and warranties described herein and satisfied all other conditions to funding hereunder) as of each day on which a Revolving Autoborrow Advance is made. (d) Subject If the applicable Borrower is a New Vehicle Borrower, then the conditions of Section 2.24 to the proviso below, no Material Non-Recourse Subsidiary designation of such Borrower as a New Vehicle Borrower shall have (i) failed been met to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as satisfaction of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAdministrative Agent. (e) With respect If the applicable Borrower is a Used Vehicle Borrower, then the conditions of Section 2.25 to any Credit Extension, except for the first Credit Extension, evidence that each designation of such Borrower as a Used Vehicle Borrower shall have been met to the satisfaction of the actions described in Sections 6.14(aAdministrative Agent. (f) and 6.14(b) have been effectively takenIn the case of Revolving Borrowing, the Total Revolving Outstandings after giving effect to such Request for Credit Extension shall not exceed the Revolving Advance Limit on such date. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate LoansType) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting only a conversion of Revolving Loans or Segments, as applicable, to the other Type or a continuation of Eurodollar Rate Loans or Eurodollar Rate Segments, as applicable) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing continuing, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make No limitation exists on any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, Borrowing or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described contained in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenArticle II. Each Request for Credit Extension (other than a Committed Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting only a conversion of Revolving Loans or Segments, as applicable, to the other Type or a continuation of Eurodollar Rate LoansLoans or Eurodollar Rate Segments, as applicable) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) any request for a conversion of a Eurodollar Rate Loan to a Base Rate Loan or (ii) any request for an extension of a Eurodollar Rate Loan as, or a conversion of a Base Rate Loan into, a Eurodollar Rate Loan for an Interest Period of one month) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party and Petro contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) There shall not have been commenced against any Loan Party or Petro an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only (i) any request for a conversion of Loans a Eurodollar Rate Loan to the other Type a Base Rate Loan or (ii) any request for an extension of a Eurodollar Rate Loan as, or a continuation conversion of a Base Rate Loan into, a Eurodollar Rate LoansLoan for an Interest Period of one month) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of the Company and each Loan other Credit Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso below, no Material Non-Recourse Subsidiary shall have reasonable opinion of the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(bSection 5.01(a) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b(b), respectively. (b) No Default shall then exist, or shall exist after giving pro forma effect to such proposed Credit Extension and any application of the proceeds thereof (including, without limitation, if such proposed Credit Extension would result in the commencement of an Availability Trigger Period, any Event of Default shall have occurred and be continuing or that would rise under Section 8.01(c) as a result from such Credit Extension or from of the application Loan Parties' failure to comply with Section 7.01 as of proceeds therefromthe end of the next quarterly fiscal period ending thereafter). (c) The Administrative Agent and, if applicable, the Swing Line Lender and the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the relevant conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V (other than in Sections 5.05(c), 5.06, 5.10, 5.11 and 5.14) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to include the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), Loans to be denominated in an Alternative Currency) or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided L/C Issuer (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V (other than in Sections 5.05(c), 5.06, 5.10, 5.11 and 5.14) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to include the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), Loans to be denominated in an Alternative Currency) or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided L/C Issuer (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:precedent (in addition to the satisfaction of the conditions precedent set forth in Section 4.01 as of the Closing Date): (a) The representations and warranties of (i) the Loan Parties contained in Article V (other than Section 5.06) and (ii) each Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, except that for . For purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively., of Section 6.01; (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefrom.Extension; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement.hereof; (d) Subject In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or exchange controls which in the proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency; and (e) Since the date of the most recent financial statements provided pursuant to Section 6.01, there shall have been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to cause (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace a material impairment of the rights and remedies of the Administrative Agent or any cure periods, in respect Lender under any of the Loan Documents (unless such impairment is a result of the Administrative Agent’s or any Indebtedness (other than Indebtedness hereunderLender’s affirmative actions or omissions), ; or (ii) failed to observe a material adverse effect upon the legality, validity, binding effect or perform enforceability against any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence Loan Party of any such default or event with respect Loan Document to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made which it is a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenparty. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of a Committed Loan to another Type of Committed Loan, or a continuation of LIBO Rate Loans or BA Equivalent Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a), (b) and 5.05(b(f) of Section 5.05 shall be deemed to refer to the most recent statements statements, if any, furnished pursuant to Section 6.01(aclauses (a), (b) and Section 6.01(b(d), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent or the Canadian Agent, if applicable, and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans a Committed Loan to the other another Type of Committed Loan or a continuation of Eurodollar LIBO Rate Loans or BA Equivalent Loans) submitted by the Lead Borrower or the Canadian Borrower, as applicable, shall be deemed to be a representation and warranty by the Domestic Borrowers or the Canadian Borrower, as applicable, that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but unless and until the Required Lenders otherwise direct the Administrative Agent and the Canadian Agent (in accordance with the terms of this Agreement) to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans that are requested by the Lead Borrower or the Canadian Borrower, as applicable, of all L/C Advances required to be made hereunder and participate in all Swing Line Loans and Letters of Credit whenever made or issued in accordance with the provisions of this Agreement, and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent or the Canadian Agent, as applicable; provided that, the making of any such Loans or the issuance of any Letters of Credit in the event the provisions of this Article IV are not complied with shall not be deemed to be 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 to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:: 114 Syniverse Credit Agreement (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the 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 (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a) and Sections 5.05(b), (c) and (e) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a), (b) and Section 6.01(b(c), respectively.; (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement.hereof; and (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit ExtensionExtension of Revolving Loans or Swingline Loans or an L/C Credit Extension after the Closing Date, except for the first Borrower shall be in compliance with the financial covenant set forth in Section 7.11 on a Pro Forma Basis (after giving effect to such Credit Extension, evidence that each ) as of the actions described last day of the most recently ended four full fiscal quarters for which internal financial statements are available (or, if earlier, were required to be delivered pursuant to Section 6.02(a) or (b)) (regardless of whether the Borrower is otherwise required to comply with the financial covenant in Sections 6.14(a) and 6.14(b) have been effectively takenSection 7.11 at such time). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects and if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects, on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from from, such proposed Credit Extension or from the application of proceeds therefromthereof. (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.04. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be denominated in the proviso belowAlternative Currency, no Material Non-Recourse Subsidiary 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 reasonable opinion of the Administrative Agent, the Required Euro Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), or (ii) failed Loans to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided be denominated in the instrument Alternative Currency) or agreement evidencing, securing or relating thereto, or the L/C Issuer (in the case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in the Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced denominated in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit ExtensionExtension (provided, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) Section 5.09(a), other than the penultimate sentence thereof, shall be deemed to refer to the most recent financial statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b), respectively). (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Company contained in Article V or any and in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall will be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) with respect to any Borrowing after the Closing Date, for the representations and warranties contained in Section 5.05(c) and clause (b) of Section 5.06), (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall will be true and correct as of such earlier date, except and (iii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) shall of Section 5.05 will be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exists, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall or the Swing Line Lender will have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be denominated in an Alternative Currency, there will not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), Loans to be denominated in an Alternative Currency) or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided L/C Issuer (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Committed Loans) submitted by the Borrower shall Company will be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Holdings, each Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) “Material Adverse Effect” or similar language shall be deemed true and correct (after giving effect to refer to the most recent statements furnished pursuant to Section 6.01(aany qualification therein) and Section 6.01(b), respectivelyin all respects on such respective dates. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event Solely with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively taken. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to under the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 have been satisfied on and Revolving Credit Facility, if as of the date of such Credit Extension and after giving effect thereto the applicable aggregate Outstanding Amount of Revolving Loans and all L/C Obligations, shall in the aggregate exceed 25% of the used and unused Revolving Credit Commitments, the financial covenant set forth in Section 8.10(a) shall be satisfied, calculated at the time of such Credit Extension by looking back to the last day of the prior fiscal quarter to determine if PSP would have been in compliance with the financial covenant set forth in Section 8.10(a) as of such fiscal quarter end as if the financial covenant had been tested for such fiscal quarter (after giving pro forma effect to the Credit Extension).

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the initial extensions of credit on the Closing Date and (y) a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit ExtensionExtension (other than the representations in Section 5.09(c), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct made only as of such earlier datethe Closing Date), except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a5.09(a) and 5.05(b) 5.09(b), shall be deemed to refer to the most recent financial statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of RFR Loans or Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each the Loan Party Parties contained in Article V or any other Loan DocumentDocument (other than the representations and warranties in Section 5.09(c), which shall be made only as of the Closing Date), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to Extension (other than any representation and warranty that is already qualified by materiality or Material Adverse Effect in the extent that such representations and warranties specifically refer to an earlier datetext thereof, in which case they such representation and warranty shall be true and correct as of such earlier datein all respects), except that for purposes of this Section 4.02, (i) the representations and warranties contained in Sections 5.05(a5.09(a) and 5.05(b5.09(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b), respectively, and (ii) representations and warranties that refer to a specific date (other than those contained in Sections 5.09(a) and 5.09(b)), shall be true and correct as of such date. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar RFR Loans or Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to Section 4.03 and the satisfaction of the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extensioncorrect, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects respects, on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct correct, in all material respects, as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) After giving effect to all requested Credit Extensions, the Total Outstandings shall not exceed the lesser of (i) the Facility Amount and (ii) the Borrowing Base then in effect, and if after an Unsecured Conversion, less any Permitted Unsecured Debt. (c) No Default or Event of Default shall have occurred and be continuing exist, or would result result, from such proposed Credit Extension or from the application of the proceeds therefromthereof. (cd) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewiththis Agreement, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a5.04(a) and 5.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject to If the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness applicable Borrower is a Designated Borrower (other than Indebtedness hereunderPAREXEL International Holding B.V.), or (ii) failed then the conditions of Section 2.16 to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) the designation of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event such Borrower as a Designated Borrower shall have occurred, been met to the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as satisfaction of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAdministrative Agent. (e) With respect In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent, the Required Lenders (in Sections 6.14(athe case of any Loans to be denominated in an Alternative Currency), the Swing Line Lender (in the case of Swing Line Loans to be denominated in an Alternative Currency), or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) and 6.14(b) have been effectively takenwould make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty by the Company that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Committed Loans as the same Type) is subject to the following conditions precedent: (a) The representations and warranties of the Company and each other Loan Party contained in Article V VI (excluding the representation and warranty contained in subsection (c) of Section 6.05) or any other Loan Document, or which that are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the proviso below, no Material Non-Recourse Subsidiary designation of such Borrower as a Designated Borrower shall have (i) failed been met to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as satisfaction of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAdministrative Agent. (e) With respect In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent, the Required Lenders (in Sections 6.14(athe case of any Loans to be denominated in an Alternative Currency) and 6.14(bor the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) have been effectively takenwould make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or (excluding, however, Section 5.05(c) and Section 5.06 with respect to any making of the representations and warranties pursuant to this Section 4.02(a) other than on the Closing Date pursuant to Section 4.01(a)(vi)) and contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), Loans to be denominated in an Alternative Currency) or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided L/C Issuer (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party Holdings and the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewithpursuant to the terms of this Agreement, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (except for representations and warranties that are already qualified as to materiality, which shall instead be true and correct) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to the proviso belowbe denominated in an Alternative Currency, no Material Non-Recourse Subsidiary there shall not have (i) failed to make occurred any payment when due (whether by scheduled maturitychange in national or international financial, required prepayment, acceleration, demand, political or otherwise) after giving effect to any grace economic conditions or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), currency exchange rates or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided exchange controls which in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, reasonable opinion of the effect of which default or other event is to cause, or to permit the holder or holders of L/C Issuer would make it impracticable for such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit Extension to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting only a Conversion of Revolving Loans or Segments, as applicable, or a Continuation of Eurodollar Rate Loans or Eurodollar Rate Segments, as applicable) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing continuing, or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make No limitation exists on any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, Borrowing or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described contained in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenArticle II. Each Request for Credit Extension (other than a Committed Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting only a conversion Conversion of Revolving Loans to the other Type or Segments, as applicable, or a continuation Continuation of Eurodollar Rate LoansLoans or Eurodollar Rate Segments, as applicable) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each Loan other Credit Party contained in Article V this Credit Agreement, the Pledge Agreement, the Notes, the Fee Letters or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, material Credit Document shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 on and as of such earlier datedate (provided that representations and warranties that are qualified by any materiality or Material Adverse Effect standard shall be true and correct in all respects), and except that for purposes of this Section 4.025.03 from and after the date of any delivery of any financial statements pursuant to Section 7.01(a), the representations and warranties contained in Sections 5.05(a) and 5.05(bSection 6.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a7.01(a) and Section 6.01(b), respectivelyto the date of such financial statements. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicableapplicable (other than in the case of an Existing Letter of Credit), the applicable L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Revolving Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), Loans to be denominated in an Alternative Currency) or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided L/C Issuer (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAlternative Currency. (e) With respect Until the receipt by the Administrative Agent of evidence in form and substance satisfactory to the Administrative Agent that the Indebtedness under the Senior Notes and the Existing Indenture (or any applicable refinancing thereof) shall have been, or will be concurrently with the requested Credit Extension, except for the first Credit Extension, evidence that each repaid in full and all obligations of the actions described Borrower and its Subsidiaries thereunder are terminated, the receipt by the Administrative Agent of evidence in Sections 6.14(a) form and 6.14(b) have been effectively takensubstance satisfactory to it that the applicable requested Credit Extension complies with Section 2.01(h). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Section 4.02 Sections 5.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans, or an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)) is subject to the following conditions precedent: (a) The representations and warranties of each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (c) Except as disclosed in any Public Disclosure at least 10 days prior to the Closing Date or on Schedule X, since December 31, 2002, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent Agents and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate LoansLoans or an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension and with respect to a Revolving L/C Credit Extension (other than an extension of the expiry date of any Revolving Letter of Credit (without increasing the amount thereof), or the renewal of any Revolving Letter of Credit (without increasing the amount thereof)) or a Reallocated L/C Credit Extension (other than an extension of the expiry date of any Reallocated Letter of Credit (without increasing the amount thereof) or the renewal of any Reallocated Letter of Credit (without increasing the amount thereof)), the Payment Agent shall have received for the account of the L/C Issuer a certificate signed by a duly authorized officer of the Borrower, dated the date of such Credit Extension, stating that such statements are true (which shall be deemed to be included as part of the Letter of Credit Application for such request for a Revolving L/C Credit Extension or a Reallocation L/C Credit Extension).

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the BorrowerLoan Parties contained in Article V or any other Loan DocumentDocument (other than the representations and warranties in Section 5.09(c), which shall be made only as of the Closing Date), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to Extension (other than any representation and warranty that is already qualified by materiality or Material Adverse Effect in the extent that such representations and warranties specifically refer to an earlier datetext thereof, in which case they such representation and warranty shall be true and correct as of such earlier datein all respects), except that for purposes of this Section 4.02, (i) the representations and warranties contained in Sections 5.05(a5.09(a) and 5.05(b5.09(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b), respectively, and (ii) representations and warranties that refer to a specific date (other than those contained in Sections 5.09(a) and 5.09(b)), shall be true and correct as of such date. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V and (ii) each Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a), (b) and Section 6.01(b(c), respectivelyas applicable, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only (x) a conversion of Term SOFR Loans to Base Rate Loans or a conversion of Base Rate Loans to Term SOFR Loans, or (y) a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V and (ii) each Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the 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 (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.024.02(a), the representations and warranties contained in Sections Section 5.05(a) and 5.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to to, respectively, of Section 6.01(a) and Section 6.01(b(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Alternative Currency Loans) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAlternative Currency. (e) With respect There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Credit Extension, except for the first Credit Extension, evidence that each Loan Document or as to application of the actions described in Sections 6.14(aproceeds of the realization of any such rights. (f) and 6.14(b) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.19 to the designation of such Borrower as a Designated Borrower shall have been effectively takenmet to the satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Loan Notice requesting only (x) a conversion of Term SOFR Loans to the other Type Base Rate Loans or a conversion of Base Rate Loans to Term SOFR Loans, or (y) a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit ExtensionExtension (except that to the extent that any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as written as of such date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date (except that to the extent that any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as written as of such date), and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that Extension (provided for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) Section 5.09(a), other than the penultimate sentence thereof, shall be deemed to refer to the most recent financial statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b), respectively). (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans of one Type to the other Type, or a continuation of Eurodollar Rate Loans) and any increase in Commitments pursuant to Section 2.14 is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewiththerewith (except the representation contained in Section 5.05(c) which shall only be made on the Closing Date), shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit ExtensionExtension or the date of any increase in Commitments, (i) except to the 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 as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (a) and Section 6.01(b(b), respectively, of Section 6.01 and (iii) together with any additional items that will be disclosed on any updated Schedule delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof or such increase in Commitments. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension Extension, in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans of one Type to the other Type or a continuation of Eurodollar Rate Loans) ), submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied in all material respects on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V and (ii) each Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit ExtensionExtension (other than representations and warranties qualified by materiality, which shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the proviso below, no Material Non-Recourse Subsidiary designation of such Borrower as a Designated Borrower shall have (i) failed been met to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as reasonable satisfaction of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAdministrative Agent. (e) With respect In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent, the Required Revolving Lenders (in Sections 6.14(athe case of any Revolving Credit Loans to be denominated in an Alternative Currency) and 6.14(bor the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) have been effectively takenwould make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower contained in Article V (other than the representations and warranties in Section 5.05(b) and Section 5.06(b)) and (ii) each Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, Extension (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, ) and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsection (a) and 5.05(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01(a) and Section 6.01(b), respectively6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject The Borrower shall have paid to the proviso belowAdministrative Agent, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect for the account of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurredLenders, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be upfront fees required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower paid on each Delayed Draw Funding Date pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower2.09(b). (e) With respect In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent or the Required Lenders (in Sections 6.14(athe case of any Loans to be denominated in an Alternative Currency) and 6.14(bwould make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (f) If an Incremental Term Loan is requested, all conditions set forth in Section 2.15 have been effectively takensatisfied. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the initial extensions of credit on the Closing Date and (y) a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event shall exist on the date of Default shall have occurred and be continuing such Credit Extension, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Company contained in Article V or any and in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall will be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) with respect to any Borrowing after the Closing Date, for the representations and warranties contained in Section 5.05(c) and clause (b) of Section 5.06), (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall will be true and correct as of such earlier date, except and (iii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) shall of Section 5.05 will be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exists, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall or the Swing Line Lender will have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be denominated in an Alternative Currency, there will not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Committed Loans) submitted by the Borrower shall Company will be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or (excluding, however, Section 5.05(c) and Section 5.06 with respect to any making of the representations and warranties pursuant to this Section 4.02(a) other than on the Closing Date pursuant to Section 4.01(a)(vi)) and contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), Loans to be denominated in an Alternative Currency) or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided L/C Issuer (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender or each L/C Issuer to honor any Request for Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of the Company and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Credit Extension, except to the 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 (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.025.02, (i) the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01, and (ii) the representations and warranties contained in Section 6.19 shall not apply following the Collateral Release (if such event occurs) and prior to the Collateral Reinstatement date (if such date occurs). (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) There shall not have been commenced against the Company or any Significant Subsidiary (other than an Immaterial Subsidiary) an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrowerhereof. (e) With respect In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent, the Required Revolving Lenders (in Sections 6.14(athe case of any Revolving Loans to be denominated in an Alternative Currency), the applicable Swing Line Lender (in the case of Swing Line Loans to be documented in an Alternative Currency) and 6.14(bor the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) have been effectively takenwould make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit ExtensionExtension (other than to the extent any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as of such date), except to the 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 as of such earlier date (other than to the extent any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as of such earlier date, ) and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.16 to the proviso below, no Material Non-Recourse Subsidiary designation of such Borrower as a Designated Borrower shall have (i) failed been met to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as satisfaction of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAdministrative Agent. (e) With respect In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent, the Required Lenders (in Sections 6.14(athe case of any Loans to be denominated in an Alternative Currency) and 6.14(bor the L/C Issuer (in the case of any Letter of Credit or Bankers' Acceptance to be denominated in an Alternative Currency) have been effectively takenwould make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V (other than, solely in the case of a Credit Extension, subsection (c) of Section5.05) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V and (ii) each Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (w) if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that and (y) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01, and excluding, after the Closing Date, the representation and warranty set forth in Section 5.22. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Toro shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender Party to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party (i) the Borrowers contained in Article V or any Section 5 (other than those representations and warranties in Section 5.5(b), except with respect to the initial Credit Extension) and (ii) each Borrower contained in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively.; (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement.hereof; (d) Subject If the applicable Borrower is a Subsidiary of ACS, then the conditions of Section 2.16 to the proviso below, no Material Non-Recourse Subsidiary designation of such Borrower as an additional Borrower shall have (i) failed been met to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as satisfaction of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower.Administrative Agent; and (e) With respect In the case of a Credit Extension to be denominated in an Available Foreign Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent, the Multi-Currency Lenders (in Sections 6.14(athe case of any Loans to be denominated in an Available Foreign Currency) and 6.14(bor the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Available Foreign Currency) have been effectively takenwould make it impracticable for such Credit Extension to be denominated in the relevant Available Foreign Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Committed Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Lead Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the 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 (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a) and Sections 5.05(b) and (c) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from from, such proposed Credit Extension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after After giving effect to any grace or any cure periodssuch proposed Credit Extension, in respect of any Indebtedness (other Availability shall be not less than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower$1.00. (e) With The report and opinion of the independent certified public accountants with respect to any Credit Extension, except for the first Credit Extension, evidence that each most recently delivered set of the actions financial statements delivered pursuant to Section 6.01(a) shall not contain a qualification, exception or explanatory note of the type described in Sections 6.14(aclause (B) and 6.14(b) have been effectively takenof Section 6.01(a). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Company contained in Article V or any and in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall will be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) with respect to any Borrowing after the Closing Date, for the representations and warranties contained in Section 5.05(c) and clause (b) of Section 5.06), (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall will be true and correct as of such earlier date, except and (iii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) shall of Section 5.05 will be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exists, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall Swing Line Lender will have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be denominated in an Alternative Currency, there will not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the proviso below, no Material Non-Recourse Subsidiary shall have reasonable opinion of the Administrative Agent or the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), or (iiLoans to be denominated in an Alternative Currency) failed would make it impracticable for such Credit Extension to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided be denominated in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall Company will be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (a) and Section 6.01(b(b), respectively, of Section 6.01, and the representations and warranties contained in Section 5.24 shall only have effect on and following the Lite-On Acquisition Date. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, be denominated in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if requiredAlternative Currency, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or currency remains an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerEligible Currency. (e) With respect There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Credit Extension, except for the first Credit Extension, evidence that each Loan Document or as to application of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenproceeds of the realization of any such rights. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans or Alternative Currency Term Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b(b), respectivelyrespectively and (ii) the representations and warranties contained in Section 5.05(c) and Section 5.15 shall only be made by the Borrower on the date of the initial Credit Extension hereunder; provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, be denominated in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if requiredAlternative Currency, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or currency remains an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenEligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that and (ii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively., of Section 6.01; (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement.hereof; (d) Subject No event or circumstance which could reasonably be expected to the proviso below, no result in a Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event Adverse Effect shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower.and (e) With respect to any No Overadvance shall result from such Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively taken. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar LIBO Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable 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 otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the 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 to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Eurodollar Rate Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) and each L/C Issuer to issue each Letter of Credit is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The the representations and warranties (x) of each Loan Party contained in Article V or V, in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, and (y) of each “Macy’s Party” (as such term is defined in the Master Agency Agreement) contained in the Master Agency Agreement, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) (other than with respect Section 5.05(c) hereof or Section 2.05(c) of Annex A of the Master Agency Agreement) to the 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 as of such earlier date, except that (ii) in the case of any representation and warranty qualified by materiality or “Material Adverse Effect”, such representation and warranty shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained set forth in Sections 5.05(asubsection (a) and 5.05(b) of Section 5.05 shall be deemed to refer to made only on the most recent statements furnished pursuant to Section 6.01(a) Closing Date and Section 6.01(b), respectivelynot remade. (b) No no Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; (c) The Administrative the Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension Extension, in accordance with the requirements set forth in this Agreement.hereof; (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event solely with respect to a request for a Revolving Loan or any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any L/C Credit Extension, except for the first no Overadvance shall result from such Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively taken. Each Request for Credit Extension (other than a Committed Eurodollar Rate Loan Notice requesting only a conversion of Loans to the other into another Type or and/or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable 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 otherwise direct the Agent to cease making Loans and the L/C Issuer to cease issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower; provided, that the making of any such Revolving 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 to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrowerhereof. (e) With respect to any Request for Credit Extension made prior to the Collateral Release Date, the total Obligations (after giving effect to such Credit Extension, except for the first Credit Extension, evidence that each ) shall not exceed 80% of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAggregate Collateral Value. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a), (b), (c) and (e) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a LIBOR RateSOFR Loan Notice requesting only a continuation of LIBOR RateSOFR Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively., of Section 6.01; (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension or an updated Borrowing Base Certificate, as applicable, in accordance with the requirements set forth in this Agreement.hereof; and (d) Subject to the proviso below, no Material Non-Recourse Subsidiary No Overadvance shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of result from such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively taken. Each Request for Credit Extension (other than a Committed LIBOR RateSOFR Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate LIBOR RateSOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable 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 otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the 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 to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively. (b) No Default In the case of the Initial Revolving Borrowing or a rollover loan under the Revolving Credit Facility, no Event of Default or Material Adverse Effect shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. In the case of extension or automatic renewal of an issued Letter of Credit, no acceleration of the Facility shall have occurred. (c) Except in the case of the Initial Revolving Borrowing, a rollover loan under the Revolving Credit Facility or the extension or automatic renewal of an issued Letter of Credit (each of which shall be subject to the terms of Section 4.02(b)), no Default or Material Adverse Effect shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (cd) The Except in the case of an automatic renewal of an issued Letter of Credit, the Administrative Agent and, if applicable, the applicable relevant L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrowerhereof. (e) With respect to any Credit Extension, except for Except in the first Credit Extension, evidence that each case of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenInitial Revolving Borrowing, where the Outstanding Amount is more than 13.3% of the aggregate of the Commitments (the “Trigger Amount”), the Debt Service Coverage Ratio shall be no less than 1.20 to 1.00. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) or (as the case may be) (c) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each L/C Issuer and each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V and (ii) each Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the proviso below, no Material Non-Recourse Subsidiary designation of such Borrower as a Designated Borrower shall have (i) failed been met to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as satisfaction of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAdministrative Agent. (e) With respect In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency. (f) There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Credit ExtensionGovernmental Authority, except for as to the first Credit Extension, evidence that each proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenproceeds of the realization of any such rights. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Borrowing Agent shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the initial extensions of credit on the Closing Date and (y) a Committed Loan Notice requesting only a conversion of Loans to another Type, or a continuation of Eurocurrency Rate Loans or LIBOR Daily Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit ExtensionExtension (other than the representations and warranties in Section 5.05(c) and Section 5.22, which shall be made only as of the Closing Date), except to the 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event shall exist on the date of Default shall have occurred and be continuing such Credit Extension, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to the proviso belowbe denominated in an Alternative Currency, no Material Non-Recourse Subsidiary there shall not have (i) failed to make occurred any payment when due (whether by scheduled maturitychange in national or international financial, required prepayment, acceleration, demand, political or otherwise) after giving effect to any grace economic conditions or any cure periodscurrency exchange rates or exchange controls which, in respect the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Indebtedness Loans (other than Indebtedness hereunderNegotiated Rate Loans) to be denominated in an Alternative Currency), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided Lenders (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Negotiated Rate Loans to be demanded denominated in an Alternative Currency) or to become due or the L/C Issuer (in the case of any Letter of Credit to be repurchased, prepaid, defeased or redeemed (automatically or otherwisedenominated in an Alternative Currency), or an offer to repurchase, prepay, defease or redeem would make it impracticable for such Indebtedness Credit Extension to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other another Type or a continuation of Eurodollar Eurocurrency Rate Loans or LIBOR Daily Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans or (y) in connection with any request for Incremental Commitments (which shall be governed by Section 2.15)) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, except to the 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, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b), respectivelymutatis mutandis. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) There shall not have been commenced against the Borrower or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice or a Term Loan Interest Rate Selection Notice requesting only a conversion of the applicable Loans or Segments of one Type to the other Type, or a continuation of Eurodollar Rate Loans or Eurodollar Rate Segments, as applicable) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of an L/C Credit Extension to the proviso belowbe denominated in an Alternative Currency, no Material Non-Recourse Subsidiary there shall not have (i) failed to make occurred any payment when due (whether by scheduled maturitychange in national or international financial, required prepayment, acceleration, demand, political or otherwise) after giving effect to any grace economic conditions or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), currency exchange rates or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided exchange controls which in the instrument reasonable opinion of the Administrative Agent or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of L/C Issuer would make it impracticable for such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness L/C Credit Extension to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Revolving Loan Notice or a Term Loan Interest Rate Selection Notice requesting only a conversion of Revolving Loans or Segments, as applicable, to the other Type or a continuation of Eurodollar Rate LoansLoans or Eurodollar Rate Segments, as applicable) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans and other than the initial Credit Extension on the Closing Date, which shall be subject solely to the conditions in Section 4.01) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) on and as of the date of such Credit Extension, except (i) to the 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, with respect to representations and warranties modified by materiality standards, in all respects) as of such earlier date, and (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b(b), respectively.; (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement.hereof; (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), Loans to be denominated in an Alternative Currency) or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided L/C Issuer (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower.Alternative Currency; and (e) With respect If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.18 to any Credit Extension, except for the first Credit Extension, evidence that each designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAdministrative Agent. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans, which, in either case, shall be subject only to the condition precedent set forth in clause (d) below) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the 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 as of such earlier date, except (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (iii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after After giving effect to any grace such Credit Extension, Availability is greater than or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed equal to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower$0. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenThe Minimum Lease Term Requirement shall be satisfied. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a), (b), (d) and (e) have been satisfied on and as of the date of the applicable Credit Extension (except that a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans shall be deemed to be a representation that the condition precedent set forth in clause (d) above has been satisfied on and as of the date of the applicable Credit Extension).

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans), the obligation of the L/C Issuer and the obligation of the Swing Line Lender to make any Swing Line Loan are each subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject to Unless the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, Completion Date in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors each Project which is then under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have construction has occurred, Borrower shall certify to the effect of which default or other event is to causeAdministrative Agent and the Lenders that, or to permit since the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end date of the most recently ended fiscal quarter delivered In-Balance Certificate delivered to the Administrative Agent, there has been no change to the sources or uses of the Borrower following components of the occurrence of In-Balance Test (as set forth in such default or event, as evidenced In-Balance Certificate) which would result in the Compliance Certificate delivered by Borrower having insufficient sources of funds to finance the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenCommitted Capital Expenditure Amount. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender or each L/C Issuer to honor any Request for Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of the Company and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Credit Extension, except to the 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 (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.025.02, (i) the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01, and (ii) the representations and warranties contained in Section 6.19 shall not apply following the Collateral Release (if such event occurs) and prior to the Collateral Reinstatement date (if such date occurs). (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) There shall not have been commenced against the Company or any Subsidiary (other than an Immaterial Subsidiary) an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrowerhereof. (e) With respect In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent, the Required Revolving Lenders (in Sections 6.14(athe case of any Revolving Loans to be denominated in an Alternative Currency), the applicable Swing Line Lender (in the case of Swing Line Loans to be documented in an Alternative Currency) and 6.14(bor the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) have been effectively takenwould make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor make any Request for Loans or otherwise issue or incur a Credit Extension (including any Credit Extension on the Closing Date), is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effecttrue, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true complete and correct in all material respects (unless qualified as to materiality, in which case such representations and warranties are true, complete and correct) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true true, complete and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) There shall not have been commenced against any Loan Party an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) After giving effect to such Credit Extension, (i) the total Revolving Exposures shall not exceed the total Revolving Commitments, (ii) the total amounts outstanding under the Delayed Draw Loans shall not exceed the total Delayed Draw Commitments, and (iii) the Loan Parties shall be in compliance with the covenant set forth in Section 8.01(a). (e) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (f) No Material Adverse Effect shall exist, as determined by the Administrative Agent, since December 31, 2006. (g) The following shall be a Conditions Precedent of any Credit Extension (other than a Credit Extension based on any Loan Notice submitted by the Borrower Representative on or prior to the Closing Date), until such time as the Borrowers satisfy the covenant set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary Section 6.01(a)(i): The Administrative Agent shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or received a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) Compliance Certificate from the Borrower is Representative based on the unaudited financial statements referred to in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b6.01(a) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit ExtensionFiscal Year ended December 31, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively taken2007. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Representative shall be deemed to be a representation and warranty by the Loan Parties that the conditions specified in Section 4.02 have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties (i) of the Borrowers contained in Article V and each Loan Party contained in Article V or any each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified by materiality shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification on and as of the date of such Credit Extension, or and (ii) if such representation of the Borrowers contained in Article V and warranty is each Loan Party contained in each other Loan Document, or in any document furnished at any time under or in connection herewith or therewith, that are not so qualified, qualified by materiality shall be true and correct in all material respects on and as of the date of such Credit Extension, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the proviso below, no Material Non-Recourse Subsidiary designation of such Borrower as a Designated Borrower shall have (i) failed been met to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as satisfaction of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAdministrative Agent. (e) With respect In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent, the Required Lenders (in Sections 6.14(athe case of any Loans to be denominated in an Alternative Currency) and 6.14(bor the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) have been effectively takenwould make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Committed Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (except (1) a Committed Loan Notice requesting a continuation or conversion of Committed Loans which does not increase the outstanding amount of Committed Loans and (2) a Term Loan Notice requesting a continuation or conversion of Term Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except (ii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b(b), respectivelyrespectively and (iii) that for purposes of this Section 4.02(a), the representations and warranties contained in Sections 5.08(b), (c), (d), (e) and (f) and Section 5.13 shall be deemed to refer to the schedules referenced therein as updated according to the terms of this Agreement. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) There shall not have occurred a material adverse change with respect to any of (a) the business, assets, operations or condition (financial or otherwise) of the Borrower, or of the Borrower and its Subsidiaries taken as a whole; (b) the ability of the Borrower or the Borrower and the other Loan Parties, taken as a whole, to perform its or their obligations under any material Loan Document or under the Loan Documents taken as a whole; or (c) the rights or remedies of the Administrative Agent or the Lenders (or any of their permitted agents or designees) under this Agreement or any of the other Loan Documents. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension duly completed and executed Committed Loan Notice and Term Loan Notice in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrowerhereof. (e) With respect Prior to any such Credit Extension, except for the first Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer (i) demonstrating in detail acceptable to the Administrative Agent that after giving effect to the proposed Credit Extension, evidence that each the Borrower shall be in compliance with Section 7.11(a) (calculated using EBITDA from the most recently delivered Compliance Certificate but based on outstanding Indebtedness on the date of the actions described proposed Credit Extension, after giving effect to the proposed Credit Extension and any other borrowings on such date), (ii) certifying that there exists no Default on the date of the proposed Credit Extension after giving effect to the proposed Credit Extension and any other borrowings on such date, (iii) certifying that after giving effect to such Credit Extension and any good faith anticipated use of the proceeds of such Credit Extension within three Business Days after such date, cash (other than cash in the form of uncollected funds) and Cash Equivalents of the Loan Parties will not be greater than $15,000,000 and (iv) certifying that the conditions set forth in Sections 6.14(a4.02(a), (b) (c) and 6.14(b(f) have been effectively takenare satisfied on the date of the proposed Credit Extension after giving effect to the proposed Credit Extension and any other borrowings on such date. (f) There shall be no funds in the Liquidity Account. Each Request for Credit Extension (other than except (1) a Committed Loan Notice requesting only a continuation or conversion of Committed Loans to which does not increase the other Type or outstanding amount of Committed Loans and (2) a Term Loan Notice requesting a continuation or conversion of Eurodollar Rate Term Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a), (b), (c), (e) and (f) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (except (1) a Committed Loan Notice requesting a continuation or conversion of Committed Loans which does not increase the outstanding amount of Committed Loans and (2) a Term Loan Notice requesting a continuation or conversion of Term Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except (ii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b(b), respectivelyrespectively and (iii) that for purposes of this Section 4.02(a), the representations and warranties contained in Sections 5.08(b), (c), (d), (e) and (f) and Section 5.13 shall be deemed to refer to the schedules referenced therein as updated according to the terms of this Agreement. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) There shall not have occurred a material adverse change with respect to any of (a) the business, assets, operations or condition (financial or otherwise) of the Borrower, or of the Borrower and its Subsidiaries taken as a whole; (b) the ability of the Borrower or the Borrower and the other Loan Parties, taken as a whole, to perform its or their obligations under any material Loan Document or under the Loan Documents taken as a whole; or (c) the rights or remedies of the Administrative Agent or the Lenders (or any of their permitted agents or designees) under this Agreement or any of the other Loan Documents. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension duly completed and executed Committed Loan Notice and Term Loan Notice in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrowerhereof. (e) With respect Prior to any such Credit Extension, except for the first Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer (i) demonstrating in detail acceptable to the Administrative Agent that after giving effect to the proposed Credit Extension, evidence that each the Borrower shall be in compliance with Section 7.11(a) (calculated using EBITDA from the most recently delivered Compliance Certificate but based on outstanding Indebtedness on the date of the actions described proposed Credit Extension, after giving effect to the proposed Credit Extension and any other borrowings on such date), (ii) certifying that there exists no Default on the date of the proposed Credit Extension after giving effect to the proposed Credit Extension and any other borrowings on such date, (iii) certifying that after giving effect to such Credit Extension and any good faith anticipated use of the proceeds of such Credit Extension within three Business Days after such date, cash (other than cash in the form of uncollected funds) and Cash Equivalents of the Loan Parties will not be greater than $15,000,000 and (iv) certifying that the conditions set forth in Sections 6.14(a4.02(a), (b) and 6.14(b(c) have been effectively takenare satisfied on the date of the proposed Credit Extension after giving effect to the proposed Credit Extension and any other borrowings on such date. Each Request for Credit Extension (other than except (1) a Committed Loan Notice requesting only a continuation or conversion of Committed Loans to which does not increase the other Type or outstanding amount of Committed Loans and (2) a Term Loan Notice requesting a continuation or conversion of Eurodollar Rate Term Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a), (b), (c) and (e) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided, except further, that for purposes of this Section 4.02, the representations any representation and warranties warranty (other than those contained in Sections 5.05(a5.01(a) and 5.05(b5.01(b)(ii) (in each case with respect to the Co-Borrowers only), 5.02, 5.04, 5.14 and 5.15) that is not qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) true and Section 6.01(b), respectivelycorrect in all material respects on such respective dates. (b) No Default or Event In the case of all proposed Credit Extensions, no Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to a Multicurrency Revolving Credit Borrowing, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or currency exchange controls that would make a Credit Extension, except for Extension in the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takendesignated Alternative Currency impracticable. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Co-Borrowers shall be deemed to be a representation and warranty of each Co-Borrower that the applicable conditions specified in Section 4.02 Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V (other than Sections 5.04 and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (or, if already qualified as to materiality, in all respects) on and as of the date of such Credit Extension, except to the 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 already qualified as to materiality, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) Section 5.03 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (b) and (c) of Section 6.01(b)6.01, respectivelyas applicable. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension consisting of a Letter of Credit to the proviso belowbe denominated in an Alternative L/C Currency, no Material Non-Recourse Subsidiary there shall not have (i) failed to make occurred any payment when due (whether by scheduled maturitychange in national or international financial, required prepayment, acceleration, demand, political or otherwise) after giving effect to any grace economic conditions or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), currency exchange rates or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided exchange controls which in the instrument reasonable opinion of the Administrative Agent or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect L/C Issuer would make it impracticable for such Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative L/C Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified by materiality shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification on and as of the date of such Credit Extension, and each of the representations and warranties of the Borrower and each other Loan Party contained in Article V or (ii) if such representation and warranty is any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are not so qualified, qualified by materiality shall be true and correct in all material respects on and as of the date of such Credit Extension, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, or true and correct in all material respects, as the case may be, as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsection (a) and 5.05(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01(a) and Section 6.01(b), respectively6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Tranche A Revolving Loan to be 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 proviso below, no Material Non-Recourse Subsidiary shall have reasonable opinion of the Administrative Agent or the Tranche A Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), or (iiLoans to be denominated in an Alternative Currency) failed would make it impracticable for such Tranche A Revolving Loan to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided be denominated in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit ExtensionExtension (except that to the extent that any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as written as of such date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date (except that to the extent that any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as written as of such date), and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to the proviso belowbe denominated in an Alternative Currency, no Material Non-Recourse Subsidiary there shall not have (i) failed to make occurred any payment when due (whether by scheduled maturitychange in national or international financial, required prepayment, acceleration, demand, political or otherwise) after giving effect to any grace economic conditions or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), currency exchange rates or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided exchange controls which in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect reasonable opinion of which default or other event is to cause, or to permit the holder or holders of Lender would make it impracticable for such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit Extension to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans, or an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) ), (b), (c), and Section 6.01(b(d), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (c) Since December 31, 2006, except as disclosed in any Public Disclosure, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent Agents and, if applicable, the applicable relevant L/C Issuer Issuers, shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate LoansLoans or an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension and with respect to a L/C Credit Extension (other than an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)), the Payment Agent shall have received for the account of the relevant L/C Issuer a certificate signed by a Responsible Officer of the Borrower, dated the date of such Credit Extension, stating that such statements are true (which shall be deemed to be included as part of the Letter of Credit Application for such request for a L/C Credit Extension).

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a LIBO Rate Loan Notice requesting only a continuation of LIBO Rate Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively., of Section 6.01; (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement.hereof; (d) Subject No event or circumstance which could reasonably be expected to the proviso below, no result in a Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event Adverse Effect shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower.and (e) With respect to any No Overadvance shall result from such Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively taken. Each Request for Credit Extension (other than a Committed LIBO Rate Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar LIBO Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable 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 otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the 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 to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation with respect to representations and warranty is qualified as to warranties that contain a materiality or by reference to the existence of a Material Adverse Effectqualification, shall be true and correct to the extent of such qualification on and as of the date of such Credit Extension, or Extension and (ii) if such representation with respect to representations and warranty is warranties that do not so qualified, contain a materiality qualification shall be true and correct in all material respects on and as of the date of such Credit Extension, in each case except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to another Type, or a continuation of Term Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Credit Parties contained in Article V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects) on and as of the date of such Credit ExtensionExtension (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except to the 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, in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event shall exist on the date of Default shall have occurred and be continuing such Credit Extension, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be denominated in an Alternative Currency (or in a currency other than an Alternative Currency pursuant to Section 2.05), 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 proviso below, no Material Non-Recourse Subsidiary shall have reasonable opinion of (i) failed to make any payment when due the Administrative Agent, the Tranche Required Lenders (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunderRevolving Loans to be denominated in an Alternative Currency), or (ii) failed the applicable Revolving Lenders (in the case of any Negotiated Rate Loans to observe or perform any other agreement or condition relating to any Indebtedness (be denominated in a currency other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (iDollars) or (iiiii) above ceases to exist or the L/C Issuer (B) following in the occurrence case of any Letter of Credit to be denominated in an Alternative Currency), would make it impracticable for such default Committed Borrowing, Negotiated Rate Loan or event with respect L/C Credit Extension to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced be denominated in the Compliance Certificate delivered by the Borrower relevant Alternative Currency (or in such currency other than an Alternative Currency pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively taken2.05). Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other another Type or a continuation of Eurodollar Term Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each the Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a Conversion of Committed Loans to the other Type, or a continuation of [LIBOR]Eurodollar Rate Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that date and (ii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent Lender and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject No event or circumstance which could reasonably be expected to the proviso below, no result in a Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event Adverse Effect shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect After giving effect to the Credit Extension requested to be made on any Credit Extensionsuch date and the use of proceeds thereof, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAvailability shall be greater than zero. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurodollar [LIBOR]Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Section 4.02 Sections 4.02(a), (b), (d) and ([b) and (d]e) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the initial extensions of credit on the Closing Date and (y) a Committed Loan Notice requesting only a conversion of Loans to another Type, or a continuation of Eurocurrency Rate Loans or LIBOR Daily Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit ExtensionExtension (other than the representations and warranties in Section 5.05(c) and Section 5.22, which shall be made only as of the Closing Date), except to the 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event shall exist on the date of Default shall have occurred and be continuing such Credit Extension, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to the proviso belowbe denominated in an Alternative Currency, no Material Non-Recourse Subsidiary there shall not have (i) failed to make occurred any payment when due (whether by scheduled maturitychange in national or international financial, required prepayment, acceleration, demand, political or otherwise) after giving effect to any grace economic conditions or any cure periodscurrency exchange rates or exchange controls which, in respect the reasonable opinion of the Administrative Agent, the Required Revolving Lenders (in the case of any Indebtedness Loans (other than Indebtedness hereunderNegotiated Rate Loans) to be denominated in an Alternative Currency), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided Lenders (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Negotiated Rate Loans to be demanded denominated in an Alternative Currency) or to become due or the L/C Issuer (in the case of any Letter of Credit to be repurchased, prepaid, defeased or redeemed (automatically or otherwisedenominated in an Alternative Currency), or an offer to repurchase, prepay, defease or redeem would make it impracticable for such Indebtedness Credit Extension to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other another Type or a continuation of Eurodollar Eurocurrency Rate Loans or LIBOR Daily Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent: (a) 1. The representations and warranties of the Borrowers and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document Compliance Certificate, Pro Forma Compliance Certificate, Loan Notice or Swing Line Loan Notice furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Credit Extension, except to the 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 (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) 2. No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. 3. In the case of a Credit Extension to be denominated in an Alternative Currency, (ci) 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 reasonable opinion of the Administrative Agent or the L/C Issuer would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency, and (ii) there shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such right. 4. The Administrative Agent and, if applicable, the applicable L/C Issuer and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject 5. If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.16 to the proviso below, no Material Non-Recourse Subsidiary designation of such Borrower as a Designated Borrower shall have (i) failed been met to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect the satisfaction of the Administrative Agent. 6. In the case of a Credit Extension to any grace or any cure periods, be denominated in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if requiredAlternative Currency, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or currency remains an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenEligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Representative or any other Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or any other Loan DocumentDocument (other than the representations and warranties in Section 5.09(c), which shall be made only as of the Closing Date), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to Extension (other than any representation and warranty that is already qualified by materiality or Material Adverse Effect in the extent that such representations and warranties specifically refer to an earlier datetext thereof, in which case they such representation and warranty shall be true and correct as of such earlier datein all respects), except that for purposes of this Section 4.02, (i) the representations and warranties contained in Sections 5.05(a5.09(a) and 5.05(b5.09(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b), respectively, and (ii) representations and warranties that refer to a specific date (other than those contained in Sections 5.09(a) and 5.09(b)), shall be true and correct as of such date. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. (other than Acquisition Loans). The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only (x) Acquisition Loans or (y) a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall will be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) those set forth in Sections 5.05(c), 5.06, 5.09, 5.11 and 5.12, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall will be true and correct as of such earlier date, except and (iii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(aclauses (a) and 5.05(b(b) shall of Section 5.05 will be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exists, or would immediately result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall or the Swing Line Lender will have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be denominated in an Alternative Currency, there will not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAlternative Currency. (e) With respect to In the case of a Bid Loan, there will not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent and the Bid Loan Lender would make it impracticable for such Bid Loan to be denominated in Sections 6.14(a) and 6.14(b) have been effectively takenthe relevant Discretionary Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only (x) Acquisition Loans or (y) a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Committed Loans) submitted by the Borrower shall will be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of each Loan Credit Party contained in Article V VI or any other Loan Credit Document, or which that are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist immediately before or would result from such Credit Extension or from the application of proceeds therefromimmediately after giving effect thereto on a Pro Forma Basis. (c) The Administrative Agent andAgent, if applicable, the applicable L/C Issuer and/or Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), Loans to be denominated in an Alternative Currency) or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided L/C Issuer (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type Types of Loans, or a continuation of Eurodollar Fixed LIBOR Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Section 4.02 Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each the Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a Conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that date and (ii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent Lender and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject No event or circumstance which could reasonably be expected to the proviso below, no result in a Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event Adverse Effect shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect After giving effect to the Credit Extension requested to be made on any Credit Extensionsuch date and the use of proceeds thereof, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAvailability shall be greater than zero. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Section 4.02 Sections 4.02(a), (b), (d) and (e) have been satisfied on and as of the date of the applicable Credit Extension.. [TABLE OF CONTENTS] [(continued)] [Page]

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) any request for a conversion of a Eurodollar Rate Loan to a Base Rate Loan or (ii) any request for an extension of a Eurodollar Rate Loan as, or a conversion of a Base Rate Loan into, a Eurodollar Rate Loan for an Interest Period of one month) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) There shall not have been commenced against the Borrower or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only (i) any request for a conversion of Loans a Eurodollar Rate Loan to the other Type a Base Rate Loan or (ii) any request for an extension of a Eurodollar Rate Loan as, or a continuation conversion of a Base Rate Loan into, a Eurodollar Rate LoansLoan for an Interest Period of one month) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document Compliance Certificate, Pro Forma Compliance Certificate, Loan Notice or Swing Line Loan Notice furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Credit Extension, except to the 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 (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) In the case of a Credit Extension to be denominated in an Alternative Currency, (i) 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 reasonable opinion of the Administrative Agent or the L/C Issuer would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency, and (ii) there shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such right. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrowerhereof. (e) With respect If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.16 to any Credit Extension, except for the first Credit Extension, evidence that each designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the actions described Administrative Agent. (f) In the case of a Credit Extension to be denominated in Sections 6.14(a) and 6.14(b) have been effectively takenan Alternative Currency, such currency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Representative or any other Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans or (y) in connection with any request for Incremental Commitments (which shall be governed by ‎Section 2.15)) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V ‎Article 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, except to the 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, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section ‎Section 4.02, the representations and warranties contained in Sections 5.05(a‎5.05(a) and 5.05(b‎(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aSections ‎6.01(a) and Section 6.01(b‎(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to the proviso belowbe denominated in Yen, no Material Non-Recourse Subsidiary there shall not have (i) failed to make occurred any payment when due (whether by scheduled maturitychange in national or international financial, required prepayment, acceleration, demand, political or otherwise) after giving effect to any grace economic conditions or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), currency exchange rates or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided exchange controls which in the instrument reasonable opinion of the Administrative Agent or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of Required Lenders would make it impracticable for such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit Extension to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenYen. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections ‎4.02(a) and ‎(b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) any request for a conversion of a Eurodollar Rate Loan to a Base Rate Loan, (ii) any request for a continuation of a Eurodollar Rate Loan as, or a conversion of a Base Rate Loan into, a Eurodollar Rate Loan for an Interest Period of one month or (iii) a request for a Credit Extension described in Section 5.03) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) There shall not have been commenced against the Borrower or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenhereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only (i) any request for a conversion of Loans a Eurodollar Rate Loan to the other Type a Base Rate Loan, (ii) any request for an extension of a Eurodollar Rate Loan as, or a continuation conversion of a Base Rate Loan into, a Eurodollar Rate LoansLoan for an Interest Period of one month or (iii) a request for a Credit Extension described in Section 5.03) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a), (b) and (c) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V (other than Sections 5.06 and 5.07) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist or would shall result from such Credit Extension or from the application of proceeds therefromExtension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), or (iiLoans to be denominated in an Alternative Currency) failed would make it impracticable for such Credit Extension to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided be denominated in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V VI (other than the representations and warranties contained in Sections 6.05(e) (with respect to a Business MAC only) and 6.06 with respect to any Request for Credit Extension after the Closing Date) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), Loans to be denominated in an Alternative Currency) or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided L/C Issuer (in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Canadian Loan Notice requesting only a conversion of Canadian Loans to the other Type, or a continuation of CDOR Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the US Borrower contained in Article V and (ii) each Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the 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 (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively., of Section 6.01. DWT 16166918v15 4900000-001225 (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The With respect to a Borrowing, conversion or continuation of Committed Loans, an L/C Credit Extension or a Swing Line Loan, the Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject With respect to a Borrowing, conversion or continuation of Canadian Loans, or the proviso belowissuance, no Material Non-Recourse Subsidiary amendment or extension of a Canadian Letter of Credit, the Canadian Lender shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or received a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) in accordance with the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrowerrequirements hereof. (e) With respect In the case of a Credit Extension (other than a Canadian Borrowing or Canadian Letter of Credit) to be denominated in an Alternative Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent, the Required Lenders (in Sections 6.14(athe case of any Committed Loans to be denominated in an Alternative Currency) and 6.14(bor the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) have been effectively takenwould make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans and other than a Canadian Loan Notice requesting only a conversion of Canadian Loans to the other Type, or a continuation of CDOR Rate Loans) submitted by the US Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a LIBOR Rate Loan Notice requesting only a continuation of LIBOR Rate Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively., of Section 6.01; (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension or an updated Borrowing Base Certificate, as applicable, in accordance with the requirements set forth in this Agreement.hereof; (d) Subject to the proviso below, no Material Non-Recourse Subsidiary No Overadvance shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of result from such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuingCredit Extension; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower.and (e) With respect After giving effect to any Credit Extensionthe requested Borrowing, except for in the first Credit Extensionevent that the Outstanding Amount of all Loans hereunder would exceed $50,000,000, evidence that each the Consolidated Cash Balance of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenBorrower shall not exceed $50,000,000. Each Request for Credit Extension (other than a Committed LIBOR Rate Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar LIBOR Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable 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 otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the 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 to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than the initial Credit Extension on the Closing Date, which shall be subject solely to the conditions in Section 4.01 or a Credit Extension for a Term A Borrowing, which shall be subject solely to the conditions in Section 4.03) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects respect (or, with respect to representations and warranties modified by materiality standards, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respect (or, with respect to representations and warranties modified by materiality standards, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b(b) shall be deemed to refer to the most recent statements furnished pursuant to Section Sections 6.01(a) and Section 6.01(b(b), respectively.; (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement.hereof; (d) Subject If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the proviso below, no Material Non-Recourse Subsidiary designation of such Borrower as a Designated Borrower shall have (i) failed been met to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as satisfaction of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower.Administrative Agent; and (e) With respect In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any Credit Extensionchange in national or international financial, except for political or economic conditions or currency exchange rates or exchange controls which in the first Credit Extension, evidence that each reasonable opinion of the actions described Administrative Agent, the Required Lenders (in Sections 6.14(athe case of any Loans to be denominated in an Alternative Currency) and 6.14(bor the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) have been effectively taken. would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency; Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company (or with respect to a Letter of Credit Application, any Permitted L/C Party) shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties to the extent they are already modified or qualified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the 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 (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties to the extent they are already modified or qualified by materiality in the text thereof) as of such earlier date, except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject to In the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect case of any Indebtedness the initial Credit Extensions hereunder (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence Existing Letters of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual ObligationsCredit), and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions all Real Property Security Documents described in Sections 6.14(a4.01(a)(v) and 6.14(b) 6.16 shall have been effectively takenreceived by the Administrative Agent. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower contained in Article V and (ii) each Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders or the L/C Issuer (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness (other than Indebtedness hereunder), or (iiLetter of Credit to be denominated in an Alternative Currency) failed would make it impracticable for such Credit Extension to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided be denominated in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Parent and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Letter of Credit to the proviso belowbe denominated in an Alternative Currency, no Material Non-Recourse Subsidiary there shall not have (i) failed to make occurred any payment when due (whether by scheduled maturitymaterial change in national or international financial, required prepayment, acceleration, demand, political or otherwise) after giving effect to any grace economic conditions or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), currency exchange rates or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided exchange controls which in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, reasonable opinion of the effect L/C Issuer would make it impracticable for such Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower contained in Article V and (ii) each Loan Party contained in Article V or any each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects (unless such representation is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreementhereof. (d) Subject In the case of a Credit Extension to be 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 proviso belowreasonable opinion of the Administrative Agent, no Material Non-Recourse Subsidiary shall have the Required Lenders (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect the case of any Indebtedness Loans to be denominated in an Alternative Currency) or the L/C Issuer (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or case of any other event shall have occurred, the effect Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the BorrowerAlternative Currency. (e) With respect to In the case of any Credit ExtensionExtension on or after the Amendment No. 2 Effective Date, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively taken. Each Request for immediately after such Credit Extension (other than a Committed Loan Notice requesting only a conversion and any use of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted proceeds thereof reasonably anticipated by the Borrower shall be deemed to be made within 3 Business Days, the aggregate amount of cash and Cash Equivalents (excluding any cash on deposit in accounts the exclusive function of which is to serve as a representation payroll account and warranty that limited to amounts in the conditions specified in Section 4.02 have been satisfied on aggregate reasonably estimated to cover payroll for a two-week period) held by the Loan Parties and as of their Subsidiaries shall not exceed the date of the applicable Credit ExtensionMaximum Cash Threshold.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Company and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the 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 as of such earlier date, and except that for purposes of this Section 4.025.02, after financial statements have been delivered pursuant to Section 7.01(a) or (b), the representations and warranties contained in Sections 5.05(asubsections (a), (b) and 5.05(b(f) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectivelyas applicable, of Section 7.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of proceeds therefromExtension. (c) There shall not have been commenced against the Company or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth in this Agreement. (d) Subject to the proviso below, no Material Non-Recourse Subsidiary shall have (i) failed to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any grace or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrowerhereof. (e) With respect In the case of a Credit Extension to be 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 reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (f) In the case of a Credit Extension to be made to a Designated Borrower, such Credit Extension shall not cause the amount of Indebtedness of all Foreign Subsidiaries to exceed the Designated Borrower Sublimit. (g) In the case of a Credit Extension requested to be made during the Liquidity Period, the Company shall be in compliance with Section 8.11(d) both immediately before and after giving effect to the proposed Credit Extension and any use of proceeds thereof contemplated at the time of such Credit Extension, except for . (h) The incurrence by the first Credit Extension, evidence that each Company and its Subsidiaries of the actions described in Sections 6.14(aIndebtedness contemplated by the proposed Credit Extension (and any Liens securing such Indebtedness) and 6.14(b) have been effectively takenshall not be prohibited by the 2005 Senior Notes Documents, the 2006 Senior Notes Documents or the 2010 Senior Notes Documents. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 5.02 have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of each Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date of such Credit Extension, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and 5.05(b(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(aclauses (a) and Section 6.01(b(b), respectively, of Section 6.01. (b) No Default or Event of Default shall have occurred and be continuing exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements set forth hereof (except in this Agreementthe case of Credit Extensions made or deemed to be made under Sections 2.14(b)(v) and 2.16(a)(iv). (d) Subject In the case of a Letter of Credit to the proviso belowbe denominated in an Alternative Currency, no Material Non-Recourse Subsidiary there shall not have (i) failed to make occurred any payment when due (whether by scheduled maturitychange in national or international financial, required prepayment, acceleration, demand, political or otherwise) after giving effect to any grace economic conditions or any cure periods, in respect of any Indebtedness (other than Indebtedness hereunder), currency exchange rates or (ii) failed to observe or perform any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount beyond the period of grace, if any, provided exchange controls which in the instrument reasonable opinion of the Administrative Agent or agreement evidencing, securing or relating thereto, or any other event shall have occurred, the effect L/C Issuer would make it impracticable for such Letter of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness Credit to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral denominated in respect thereof to be demanded, and in each case, such default or event is continuing; provided, however, that the condition set forth in this Section 4.02(d) shall not be required to be satisfied in connection with any Request for Credit Extension if (A) the relevant event described in clause (i) or (ii) above ceases to exist or (B) following the occurrence of any such default or event with respect to any such Indebtedness of any Material Non-Recourse Subsidiary (x) such Material Non-Recourse Subsidiary shall have made a Restricted Payment in compliance with its Contractual Obligations, and (y) the Borrower is in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter of the Borrower following the occurrence of such default or event, as evidenced in the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b) with respect to such fiscal quarter of the Borrower. (e) With respect to any Credit Extension, except for the first Credit Extension, evidence that each of the actions described in Sections 6.14(a) and 6.14(b) have been effectively takenAlternative Currency. Each Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Section 4.02 Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.