Common use of Each Borrowing Clause in Contracts

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (h) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Amortization Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (h) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), (a) the Collateral Coverage Ratio sum of (i) the aggregate principal amount of such Borrowing plus (ii) the aggregate principal amount of all Loans and Commitments (each excluding the aggregate principal amount of such Borrowing) outstanding as of such date shall not be less than 2.0 to 1.0 exceed (b) the Specified Appraised Value, as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and; (hf) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral; and (g) until the Post-Closing Pledge Condition is satisfied, on the date of the funding of such Borrowing (and after giving pro forma effect thereto), the aggregate principal amount of Loans outstanding as of such date shall not exceed $7,160,000,000. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a‎5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (h) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reservedReserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement (other than Material Loyalty Programs that have been replaced as permitted under this Agreement) has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (h) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (hf) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Each Borrowing. The funding by the Lenders obligation of each Borrowing (including the Borrowing Lender to be requested make a Loan on the Closing Date) occasion of any Borrowing, including any Conversion pursuant to Section 2.05, is additionally subject to the satisfaction of the following conditions: (a) the The Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time notice of such Borrowing)Borrowing as required by Section 2.04 or 2.05, as applicable; (b) the The representations and warranties of the Credit Parties set forth in this Agreement Sections 3.01(a), 3.08, 3.09, 3.10, and 3.15 herein (except, in any other Loan Document the case of a Conversion, the representations set forth in Section 3.06(a)) shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date)Borrowing; (c) no Default shall have occurred The representations and be continuing or would result from such Borrowing or from warranties that are set forth in Article III hereof (other than the application of proceeds thereof; representations and warranties referred to in clause (db) on the date of the funding of such Borrowing (above), and after giving pro forma effect thereto each other Loan Document and the pledge of any Additional Collateral), representations and warranties relating to the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) Target in the aggregate over the immediately preceding twelve Acquisition Agreement (12) calendar month period then ended havedisregarding, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso all exceptions in the definition thereofsuch representations and warranties for “materiality” or “Material Adverse Effect”); (g) , shall be true and correct on and as of the date of such Borrowing, the opinion of the independent public accountants (before and after giving effect to any reissuance or revision the making of the Loans and the application of proceeds therefrom, except to the extent the failure of such opinion) on representations and warranties to be true and correct would not, individually or in the most recent audited consolidated financial statements delivered aggregate, have an Acquisition Material Adverse Effect (it being understood that the only representations and warranties relating to the Target that shall be taken into account for purposes of determining whether such failure to be true and correct would have an Acquisition Material Adverse Effect are such of the representations and warranties made by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change Target in the relevant provisions Acquisition Agreement as are material to the interests of GAAP thereafterthe Lenders, any like qualification or exception but only to the extent that the Borrower has the right to terminate its obligations under GAAP after giving effect to the Acquisition Agreement as a result of the breach of such changerepresentations and warranties in the Acquisition Agreement); and (hd) on or prior to At the date of time of, and immediately after such Borrowing, each Credit Party no Event of Default or Default that is set forth in Sections 7.01(b), (c), (f) or (g) shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder occurred and be continuing; each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable such Borrowing as to the matters specified in clauses paragraphs (b) and (c) above in of this SectionSection 4.01.

Each Borrowing. The funding by the Lenders obligation of each Borrowing (including the Borrowing Lender to be requested make a Loan on the Closing Date) occasion of any Borrowing is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with notice of the requirements of Section 2.03(a), with a copy applicable Borrower’s intent to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing)borrow if required by Article II; (b) the representations and warranties of the Credit Parties Company set forth in this Agreement Article IV (other than the representation set forth in Section 4.08 and the representation set forth in any other Loan Document the last sentence of Section 4.06) shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in with the case of any same effect as though such representation or warranty expressly stated to have representations and warranties had been made as of a specific date, on and as of such specific date), except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; (c) at the time of (and after giving effect to) such Borrowing, no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;continuing; and (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such changeBorrowing: (i) the Revolving Credit Exposure of each Lender shall not exceed such Lender’s Commitment; (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the total Commitments at such time; and (hiii) on or prior to the date sum of such Borrowing, each the total Revolving Credit Party shall have satisfied the Perfection Requirement Exposures with respect to Revolving Loans to the Collateral. Subsidiary Borrower plus the aggregate principal amount of outstanding Competitive Loans to the Subsidiary Borrower shall not exceed $25,000,000; Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Company and the applicable Borrower on and as of the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (b), (c) and (cd) above in of this Section.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;; ​ ​ ​ (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a‎5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (hf) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b‎(b) and (c) above in this Section.

Each Borrowing. The funding by the Lenders obligation of each Borrowing (including the Borrowing Lender to be requested make a Loan on the Closing Date) occasion of any Borrowing, including any Conversion pursuant to Section 2.05, is additionally subject to the satisfaction of the following conditions: (a) the The Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time notice of such Borrowing)Borrowing as required by Section2.03, 2.04 or 2.05, as applicable; (b) the The representations and warranties of the Credit Parties set forth in this Agreement ArticleIII hereof (except, in the case of a Conversion, the representations set forth in Sections 3.03 and in any other Loan Document 3.06(a)) shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in with the case of any such representation or warranty expressly stated to have been same effect as though made as of a specific date, on and as of such specific date), except to the extent such representations and warranties expressly relate to an earlier date; (c) The Borrower shall be in compliance with all of the terms and provisions set forth herein on its part to be observed or performed, and at the time of, and immediately after such Borrowing, no Event of Default or Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;continuing; and (d) on If the date of the funding proceeds of such Borrowing (and after giving pro forma effect thereto and are to be used to finance any Acquisition or portion thereof, no default or failure in the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate satisfaction of a Responsible Officer condition to such Acquisition or such portion thereof shall have occurred and be continuing under the definitive contracts governing such Acquisition or such portion thereof, if the effect of such default or failure would be to materially increase the aggregate purchase price of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% assets subject of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in such Acquisition or such portion thereof or materially decrease the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date value of such Borrowingassets, without the opinion consent of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (h) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the CollateralAdministrative Agent. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable such Borrowing as to the matters specified in clauses paragraphs (b), (c) and (cif applicable) above in (d) of this SectionSection 4.01.

Each Borrowing. The funding by obligation of each Lender to make a Loan on the Lenders occasion of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at At the time of and immediately after giving effect to such Borrowing); (b) , the representations and warranties of the Credit Loan Parties set forth in this Agreement and in any other the Loan Document Documents shall be true and correct in all material respects (or, in the case of any such representation or warranty already that is not qualified by as to materiality, in all material respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);Borrowing. (cb) At the time of and immediately after giving effect to such Borrowing no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;continuing. (dc) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect With respect to any reissuance or revision Tranche A-1 Loan, at the time of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP and immediately after giving effect to such change; and (h) on Loan, the amount of such Tranche A-1 Loan shall not exceed the sum of all amounts paid or prior to payable in respect of the Purchase Price due in respect of orders or purchases of any Lucent Product or Vendor Product delivered at any time during the twenty-four month period preceding the date of such Borrowing and the proceeds of such Tranche A-1 Loan shall be used in accordance with the requirements of Section 5.10; provided, it is understood and agreed that Lucent Product or Vendor Product (i) that is subject to a third party purchase money security interest will not create availability under the Tranche A-1 Commitment pursuant to this Section 4.02(c) ("Tranche A-1 Availability") unless the invoice with respect to such Lucent Product or Vendor Product will be paid in full with the proceeds of such Tranche A-1 Loan and (ii) that has been purchased and paid for by the Borrower or any Subsidiary with the proceeds from one or more Asset Sales of Lucent Product or Vendor Product will not create Tranche A-1 Availability to the extent the Lucent Product or Vendor Product sold in the Asset Sale previously created Tranche A-1 Availability. (d) With respect to any Tranche A-2 Loan, at the time of and immediately after giving effect to such Borrowing, the amount of such Tranche A-2 Loan shall not exceed 25% of the Purchase Price of (i) Lucent Product that was ordered under the Supply Agreement and (ii) Vendor Product that was ordered or purchased, in each Credit Party case against which no Tranche A-2 Loan has yet been made, and the proceeds of such Tranche A-2 Loan shall be used in accordance with the requirements of Section 5.10; provided, it is understood and agreed that Lucent Product or Vendor Product (i) that is subject to a third party purchase money security interest will not create availability under the Tranche A-2 Commitment pursuant to this Section 4.02(d) ("Tranche A-2 Availability") unless the invoice with respect to such Lucent Product or Vendor Product will be paid with the proceeds of a Tranche A Loan and (ii) that has been purchased and paid for by the Borrower or any Subsidiary with the proceeds from one or more Asset Sales of Lucent Product or Vendor Product will not create Tranche A-2 Availability to the extent the Lucent Product or Vendor Product sold in the Asset Sale previously created Tranche A-2 Availability. (e) Solely with respect to Tranche A-1 Loans, the Lucent Product and/or Vendor Product for which the Purchase Price is to be paid with the proceeds of such Borrowing is intended to be used in a Permitted UCC Jurisdiction. (f) At the time of and immediately after giving effect to such Borrowing, the Borrower shall have satisfied all necessary Real Estate Rights, and sufficient financing, to build the Perfection Requirement Segment or portion thereof proposed to be built with the proceeds of such Borrowing. (g) Solely with respect to the CollateralRevolving Loans, the Borrower shall have delivered to the Administrative Agent a certificate in the form of Exhibit F that the Parent has received gross proceeds of at least $350,000,000 pursuant to the Subscription Agreement and the Bridge Loan Agreement and/or an offering of High Yield Debt and has contributed such amount to the Borrower as cash equity (except to the extent otherwise applied to the payment of Permitted Parent Liabilities or to fund a Permitted Interest Fund or, in the case of the proceeds of an offering of High Yield Debt, to the payment of Indebtedness and accrued Interest thereon under the Bridge Facility). Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing thereof as to the matters specified in clauses (b) and (c) above in this SectionSection 4.02.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;; ​ ​ ​ (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a‎5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (hf) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b‎(b)(b) and (c) above in this Section.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a‎5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (hf) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b‎(b) and (c) above in this Section.

Each Borrowing. The funding by obligation of each Lender to make a Loan on the Lenders occasion of each Borrowing (including the Borrowing to be requested any on the Closing Date) is additionally ), and of any Issuing Bank to issue, amend, renew, extend or convert into a Loan any Letter of Credit, shall be subject to the satisfaction further conditions precedent that on the date of such Borrowing (which term shall, for the purposes of this Section 4.02, include any issuance, renewal, extension or conversion of a Letter of Credit pursuant hereto), and both immediately before and after giving effect thereto, the following conditionsstatements shall be true: (a) the Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a written Borrowing Request in accordance with notice requesting the requirements issuance of such Letter of Credit as required by Section 2.03(a2.06(b), with in each case such notice or request to a copy calculation, to be based on the Initial Lender (solely most recently reported Borrowing Base calculation, establishing the existence of sufficient Excess Availability to the extent the Initial Lender is a Lender at the time of make such Borrowing); (b) the representations and warranties of the Credit Parties set forth each Borrower contained in this Agreement Section 3.26 is true and correct and each other representation and warranty of each Borrower contained in any other each Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of such date, immediately before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing (orBorrowing, in the which case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) after giving effect to any Borrowing and/or the issuance of any Letter of Credit, Excess Availability shall not be less than zero; (d) at the time of and immediately after giving effect to such Borrowing (other than an amendment, extension or renewal of a Letter of Credit without any increase in the Stated Amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;continuing; and ABL CREDIT AGREEMENT (de) on by the date of the funding initial Borrowing or issuance of such Borrowing (and after giving pro forma effect thereto and the pledge a Letter of any Additional Collateral)Credit, the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender Administrative Agent shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in a notice setting forth the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion deposit account of the independent public accountants Borrowers (after giving effect the “Funding Account”) to any reissuance or revision of such opinion) on which the most recent audited consolidated financial statements delivered Administrative Agent is authorized by the Parent Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (h) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the CollateralAgreement. Each Borrowing Request by the Borrower hereunder and each Borrowing issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the each Borrower on and as of the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (b) and through (ce) above in of this SectionSection 4.02.

Each Borrowing. The funding by the Lenders obligation of each Borrowing (including the Borrowing Bank to make each Loan to be requested on the Closing Date) made by it as part of a Borrowing hereunder to any Borrower is additionally subject to the satisfaction of the following conditionsfurther conditions precedent that: (ai) the Administrative Agent shall have received a written Notice of Borrowing Request in accordance with as required by Section 2.02 or 2.03, as the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing)case may be; (bii) the fact that, immediately after such Borrowing, the Dollar Amount of the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (iii) the fact that, immediately after such Borrowing, no Default shall have occurred and be continuing; (iv) the fact that the representations and warranties of the Credit Parties set forth such Borrower contained in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such changeBorrowing) as if made on and as of such date (except to the extent they expressly relate to an earlier date); and (hv) on or prior to the date fact that, if such Borrower is a Subsidiary Borrower, the representations and warranties of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing Company contained in this Agreement shall be deemed to constitute a representation and warranty by the Borrower true on and as of the date of such Borrowing (after giving effect to such Borrowing) as if made on and as of such date (except to the applicable extent they expressly relate to an earlier date). Each Borrowing hereunder by the Company shall be deemed to be a representation and warranty by the Company on the date of such Borrowing as to the matters facts specified in clauses (bii), (iii) and (civ) above of this Section. Each Borrowing hereunder by a Subsidiary Borrower shall be deemed to be a representation and warranty on the date of such Borrowing (A) by such Subsidiary Borrower as to the facts specified in clauses (ii), (iii) and (iv) of this Section and (B) by the Company as to the facts specified in clauses (ii), (iii), (iv) and (v) of this Section.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions:conditions:‌ (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (hf) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Each Borrowing. The funding by the Lenders obligation of each Borrowing (including the Borrowing Lender to be requested make a Loan -------------- on the Closing Date) occasion of any Borrowing is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at At the time of and immediately after giving effect to such Borrowing); (b) , the representations and warranties of the Credit Loan Parties set forth in this Agreement and in any other the Loan Document Documents shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);Borrowing. (cb) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;continuing. (dc) on At the date time of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and Borrowing, (hi) on the aggregate principal amount of all Loans made hereunder (whether or not repaid) shall not exceed [*] of the sum of the aggregate Purchase Price payments made to Nortel Networks at or prior to such time, (ii) the date ratio of Total Indebtedness to Total Contributed Capital shall not exceed 2.0 to 1.0 and (iii) the aggregate principal amount (without duplication) of all Loans advanced after giving effect to such BorrowingBorrowing and all other Eligible Secured Debt described in clauses (a), each Credit Party (b) and (c) of the definition of "Eligible Secured Debt" that has ----------- --- --- --------------------- been incurred (on a cumulative basis, whether or not such Eligible Secured Debt remains outstanding) shall not exceed $1,845,000,000. (d) In the case of a Borrowing to finance the Purchase Price of any assets, a License Subsidiary shall have satisfied a valid FCC License for the Perfection Requirement with respect geographic market in which such assets are to the Collateralbe installed or operated. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (a), (b), (c) and (cd) above in -------------- --- --- --- of this Section. [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Each Borrowing. The funding by the Lenders obligation of each Borrowing (including the Borrowing Lender to be requested make a Loan on the Closing Date) occasion of any Borrowing is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with notice of the requirements of Section 2.03(a), with a copy applicable Borrower’s intent to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing)borrow if required by Article II; (b) the representations and warranties of the Credit Parties Company set forth in this Agreement Article IV (other than the representation set forth in Section 4.08 and the representation set forth in any other Loan Document the last sentence of Section 4.06) shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in with the case of any same effect as though such representation or warranty expressly stated to have representations and warranties had been made as of a specific date, on and as of such specific date), except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; (c) at the time of (and after giving effect to) such Borrowing, no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereofcontinuing; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such changeBorrowing: (i) the Revolving Credit Exposure of each Lender shall not exceed such Lender’s Commitment; (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the total Commitments at such time; and (hiii) on or prior the sum of the total Revolving Credit Exposures with respect to Revolving Loans to the date Subsidiary Borrowers plus the aggregate principal amount of outstanding Competitive Loans to the Subsidiary Borrowers shall not exceed $25,000,000; and (e) with respect to any Borrowing denominated in a Foreign Currency, at the time of such Borrowing, each Credit Party shall have satisfied such Foreign Currency is readily available in the Perfection Requirement with respect to amount required and is freely convertible into Dollars in the CollateralLondon interbank market. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Company and the applicable Borrower on and as of the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (b), (c) and (cd) above in of this Section.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reservedReserved];; | (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement (other than Material Loyalty Programs that have been replaced as permitted under this Agreement) has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof); (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (h) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof; (d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) [reserved]; (f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date (without giving effect to the proviso in the definition thereof)[reserved]; (g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a‎5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (h) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.