Common use of Each Credit Extension Clause in Contracts

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or and each Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received Borrowing Request as required by Section 2.05(b2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; providedprovided that, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, further, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that that, for the avoidance of doubt, the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless Amendment, unless, in each case case, the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make a Credit Extension (which, for the avoidance of doubt (including for purposes of the last paragraph of this Section 4.02), shall not include (A) any Incremental Loans advanced in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Incremental Facility Amendment, Refinancing Amendment and/or Extension Amendment, in each case to the extent not otherwise required by the lenders in respect of thereof) is subject to the satisfaction of the following conditions: (i) In the case of any a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b) or (iii) in the case of a Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has or Default shall have occurred and is be continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender or Issuing Bank to make a Credit Extension (which, for the avoidance of doubt (including for purposes of the last paragraph of this Section 4.02), shall (x) include the extension of the Daylight Term Loans and the Initial Term Loans on the Closing Date but (y) not include (A) any Incremental Loans advanced in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Incremental Facility Amendment, Refinancing Amendment and/or Extension Amendment, in each case to the extent not otherwise required by the lenders in respect of thereof) is subject solely to the satisfaction of the following conditions: (i) In the case of any a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (other than in respect of representations and warranties that are subject to a “materiality” or “Material Adverse Effect” qualifier, in which case such representations and warranties will be true and correct in all respects) on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has shall have occurred and is be continuing. Each Except as set forth in the lead-in language of this Section 4.02, each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank The Lenders shall not be required to make any Credit Extension is subject (other than a Credit Extension that, after giving effect thereto and to the satisfaction application of the following conditionsproceeds thereof, does not increase the aggregate amount of outstanding Credit Extensions), unless on the date of such Credit Extension: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 No Default or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Unmatured Default exists or would result from such Credit Request as required by Section 2.05(b)Extension. (bii) The representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents shall be Article V are true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that Extension except to the extent that any such representation and or warranty specifically refers is stated to a given date relate solely to an earlier date, in which case such representation or period, it warranty shall be have been true and correct in all material respects on and as of such date earlier date; provided that this clause (ii) shall not apply to the representations and warranties set forth in Section 5.5, clause (a) of the first sentence of Section 5.7 and the second sentence of Section 5.7 with respect to a borrowing hereunder if the proceeds of such borrowing will be used exclusively to repay the Borrower's commercial paper (and, in the event of any such borrowing, the Administrative Agent may require the Borrower to deliver information sufficient to disburse the proceeds of such borrowing directly to the holders of such commercial paper or for such perioda paying agent therefor). (ciii) At The SEC Order shall not have expired or been revoked and shall permit the time of and immediately Borrower to incur the Indebtedness evidenced by such Credit Extension. The Borrower shall, upon request, provide the Administrative Agent with evidence satisfactory to the Administrative Agent that, after giving effect to the applicable such Credit Extension, no Default or Event the aggregate amount of Default has occurred and is continuingshort-term debt instruments issued by the Borrower in reliance upon the SEC Order shall not exceed the maximum amount of Indebtedness authorized by the SEC Order. Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs Sections 4.2(i), (bii) and (ciii) have been satisfied. Any Lender may require delivery of this Section 4.02; provided, however, that a duly completed compliance certificate in substantially the conditions set forth in this Section 4.02 shall not apply form of Exhibit B as a condition to (A) any Incremental Loan and/or (B) any making a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Extension.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject solely to the satisfaction of the following conditions: (a) (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b2.05(a)(ii) or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of Holdings and the other Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that subject to Section 2.22 the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition, other Investment or irrevocable repayment, repurchase or redemption of Indebtedness and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Administrative Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Incremental Facility Amendment, Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender the LC Issuer to issue, amend, or Issuing Bank to make extend any Letter of Credit Extension is subject to the satisfaction (or waiver in accordance with Section 8.04) of the following conditions: (a) the conditions precedent to effectiveness set forth in Section 3.02 shall have been satisfied (or waived in accordance with Section 8.04) and the Effective Date shall have occurred; (b) either (i) In the IPO Effective Date or (ii) the Unwind Effective Date shall have occurred or shall occur substantially concurrently with the initial credit extension hereunder; (c) receipt by the LC Issuer of a notice of issuance, amendment or extension, as the case of any Borrowingmay be, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 2.01(b); (d) immediately before and after issuance, amendment or extension of such Letter of Credit no Default or Event of Default shall have occurred and be continuing; and (iie) the representations and warranties (other than, except with respect to an extension of credit on the Effective Date, the Unwind Effective Date or the IPO Effective Date, the representations and warranties in Sections 4.04 and Section 4.05 (in the case of Section 4.05, as to matters that have been disclosed in writing to the issuance LC Issuer)) of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth Obligors contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such issuance, amendment or extension of such Letter of Credit Extension with the same effect as though (except that such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date which are qualified by materiality or period, it Material Adverse Effect shall be true and correct in all material respects respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuingspecific date). Each issuance, amendment or extension of a Letter of Credit Extension after the Closing Date hereunder shall be deemed to constitute be a representation and warranty by the Borrower Guarantor on the date thereof of such issuance, amendment or extension, as the case may be, (i) as to the matters satisfaction of the conditions specified in paragraphs clauses (ba), (d) and (ce) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to 3.01 and (Aii) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of any such event on or before the incurrence or provision of any Incremental Facility IPO Effective Date, as to the facts specified in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms clause (b)(ii) of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section 3.01.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b) or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the relevant Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition or other Investment and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b) or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Refinancing Incremental Facility Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the The obligation of each Revolving any Lender or Issuing Bank LC Issuer to make any Credit Extension (except as otherwise set forth in Section 2.04.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) on any applicable Credit Extension Date is subject to the satisfaction of the following conditions: (ia) In receipt by the case Agent of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 Notice or (ii) in the case of the request for issuance of any Letter of Credita Facility LC, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b).appropriate; (b) The the fact that, immediately after such Credit Extension, the Dollar Amount of the Aggregate Outstanding Credit Exposure will not exceed the Aggregate Commitment; (c) the fact that, immediately after such Credit Extension (and, if such Credit Extension is an Advance, any payment on the date of such Advance of Obligations with the proceeds of such Advances), the sum of (i) the greater of (A) such Lender’s Pro Rata Share of all outstanding Swing Line Loans and (B) the outstanding Swing Line Loans made by such Lender, plus (ii) the outstanding Ratable Loans made by such Lender plus (iii) such Lender’s Pro Rata Share of all LC Obligations shall not exceed the Commitment of such Lender; (d) the fact that, immediately before and after such Credit Extension, no Default shall have occurred and be continuing; and (e) the fact that the representations and warranties of the Loan Parties Borrower contained in this Agreement (except the representations and warranties set forth in this Agreement Sections 4.04(c), 4.05, 4.06, 4.07 and the other Loan Documents 4.08) shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date hereunder shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof of such Credit Extension as to the matters facts specified in paragraphs clauses (b), (c), (d) and (ce) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or and each Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received Borrowing Request as required by Section 2.05(b2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, further, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that that, for the avoidance of doubt, the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless Amendment, unless, in each case case, the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank The Lenders shall not be required to make any Credit Extension is subject (including Swing Line Loans) other than an Advance or Swing Line Loan that, after giving effect thereto and to the satisfaction application of the following conditionsproceeds thereof, does not increase the aggregate amount of outstanding Advances (including Swing Line Loans) and Competitive Bid Loans, unless on the applicable Borrowing Date: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 There exists no Default or Unmatured Default; (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties contained in Article VI are true and correct as of such Borrowing Date with respect to the Loan Parties set forth General Partner, the Borrower and to any Subsidiary in this Agreement and existence (as applicable) on such Borrowing Date, except to the other Loan Documents extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date provided that for those representations made to the date Borrower’s best knowledge, Borrower shall not be required to make any specific inquiry to determine the accuracy of any a representation and warranty as of a Borrowing Date, as long as such inquiry is made on a quarterly basis in connection with the delivery of its quarterly compliance certificate; and (iii) All legal matters incident to the making of such Advance (including Swing Line Loans) shall be satisfactory to the Lenders and their counsel. Each Borrowing Notice or request for issuance of a Facility Letter of Credit with respect to each such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it (including Swing Line Loans) shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs (bSections 5.2(i) and (cii) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of this Section 4.02Exhibit F hereto (including all schedules or exhibits) as a condition to making an Advance (including Swing Line Loans); provided, however, provided that the conditions set forth in this Section 4.02 calculations contained therein shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case be based on the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)most recent quarterly information available.

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender or and of each Issuing Bank to make any Credit Extension on any Credit Date, including the Closing Date and the date of any initial Credit Extension to a Borrowing Subsidiary, is subject to the satisfaction (or waiver in accordance with Section 9.5) of the following conditionsconditions precedent: (ia) In the Administrative Agent and, in the case of any Borrowingissuance, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 amendment, renewal or (ii) in the case of the issuance extension of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request fully completed and executed Funding Notice or Issuance Notice, as required by Section 2.05(b).the case may be; (b) The the representations and warranties of the Loan Parties each Borrower and each other Credit Party set forth in this Agreement the Credit Documents (other than, if and for so long as the other Loan Documents Investment Grade Ratings Condition shall be satisfied, the representation and warranty set forth in Section 4.1(b)) shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects on respects, in the case of each of clauses (i) and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made (ii) on and as of the date of such Credit Extension; provided, that to except in the extent that case of any such representation and warranty specifically refers that expressly relates to a given date or periodan earlier date, it in which case such representation and warranty shall be so true and correct in all material respects on and as of such date or for such period.earlier date; (c) At at the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has shall have occurred and is continuing. Each be continuing or would result therefrom; (d) the Administrative Agent shall have received a Borrowing Base Certificate, demonstrating that the Borrowing Base Coverage Ratio as of the date of such Credit Extension (calculated on a pro forma basis after giving effect to each incurrence and prepayment of Covered Indebtedness on such date) is not less than 1.10:1.00; and (e) in the Closing Date case of any issuance, amendment, renewal or extension of any Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received all other information required by the applicable Issuance Notice, and such other documents or information as such Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. On the date of any Credit Extension, the Company shall be deemed to constitute a representation have represented and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, warranted that the conditions set forth specified in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof 3.2 have required satisfaction of the same in the applicable Incremental Facility Agreementbeen satisfied and that, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto to such Credit Extension, the Total Utilization of Revolving Commitments (except in or any component thereof) shall not exceed the case of maximum amount thereof (or the incurrence or provision maximum amount of any Incremental Facility such component) specified in connection with a Permitted Acquisition, Investment Section 2.2(a) or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility2.3(a).

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of a Loan), and of each Issuing Bank to make issue, amend or extend any Credit Extension Letter of Credit, is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (ba) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and of the Loan Parties set forth in the other Loan Documents (in each case, other than in Sections 3.03(b) and 3.10) shall be true and correct in all material respects on and as of (or, in the date case of any such Credit Extension with the same effect as though such representations and warranties had been made that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension; provided, that except to the extent that any representation made as of a specific date, which representations and warranty specifically refers to a given date or period, it warranties shall be true and correct in all material respects as of such specific date (or, in the case of any such representation and warranties that are qualified as to materiality or for Material Adverse Effect in the text thereof, such periodrepresentations and warranties being true and correct in all respects as of such specific date). (b) At the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing. (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default the current Total Credit Exposure (without regard to the requested Borrowing) and the pro forma Total Credit Exposure (giving effect to the requested Credit Extension) will not exceed the Aggregate Commitments. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or Event a request for a Letter of Default has occurred and is continuingCredit in accordance with Section 2.04(b), as applicable. Each Borrowing and each issuance, amendment or extension of a Letter of Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) ), as applicable, of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After The Lenders shall not (except as otherwise set out in Section 2.5.1 and Section 2.5.2 with respect to Revolving Loans for the Closing Date, the obligation purpose of each Revolving Lender or Issuing Bank repaying Swing Line Loans) be required to make any Credit Extension is subject to unless on the satisfaction of the following conditionsapplicable Credit Extension Date: (ia) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 There exists no Default or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)Unmatured Default. (b) The representations and warranties of the Loan Parties set forth contained in this Agreement Article V are true and the correct in all material respects (other Loan Documents than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all material respects on and respects) as of the date of any such Credit Extension with Date except to the same effect as though extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (other than those representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers are subject to a given date or periodmateriality qualifier, it which shall be true and correct in all material respects respects) on and as of such date or earlier date. With respect to any Borrower that is not a Material Subsidiary, the Lenders shall not (except as otherwise set out in Section 2.5.1 and Section 2.5.2 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension with respect to such period. (c) At the time of and immediately after giving effect to Borrower if, on the applicable Credit ExtensionExtension Date, no a Default or Event of Unmatured Default has occurred and is continuing. Each Credit Extension after the Closing Date would exist if such Borrower were a Material Subsidiary; provided that any such circumstance that would not otherwise constitute a Default or Unmatured Default under this Agreement shall not be deemed to be a Default or Unmatured Default or affect the Lenders' Commitment to make Credit Extensions to the other Borrowers under this Agreement solely as a result of this paragraph. Each Borrowing Notice, Swing Line Borrowing Notice, or request for issuance of a Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower on Borrowers that the date thereof as to conditions contained in the matters specified in paragraphs preceding paragraph and Sections 4.2(a) and (b) and (c) of this Section 4.02; providedhave been satisfied. As a condition to making a Credit Extension, however, that the conditions set forth in this Section 4.02 shall not apply Administrative Agent may require the applicable Borrower to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction deliver a certificate from an Authorized Officer of the same in the applicable Incremental Facility AgreementParent, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed certifying that no Event of Default then exists or would exist after giving effect thereto such officer (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by a) has reviewed the terms of this Agreement, in Agreement and (b) has no knowledge of the existence of any condition or event which case, no Specified Event of Default then exists constitutes (or would exist after giving effect thereto at constitute, if the time applicable Borrower were a Material Subsidiary) a Default or Unmatured Default as of the borrowing date of any Incremental Facility)such certificate.

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender or Issuing Bank to make a Credit Extension (which, for the avoidance of doubt (including for purposes of the last paragraph of this Section 4.02 but not clause (a) of this Section 4.02), shall not include (A) any Incremental Loans advanced in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Incremental Facility Amendment, Refinancing Amendment and/or Extension Amendment, in each case to the extent not otherwise required by the lenders in respect of thereof) is subject solely to the satisfaction of the following conditions: (i) In the case of any a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b) or (iii) in the case of a Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit ExtensionExtension and excluding, after the Closing Date, the representations and warranties set forth in Section 3.11(b); provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has or Default shall have occurred and is be continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing DateExcept as otherwise expressly provided herein, the obligation of each Revolving Lender or Issuing Bank Lenders shall not be required to make any Credit Extension is subject to if on the satisfaction of the following conditionsapplicable Credit Extension Date: (ia) In There exists any Default or Unmatured Default or a Default or Unmatured Default shall result from any such Credit Extension and the case of any Borrowing, Agent or the Administrative Agent Required Lenders shall have received determined not to make any Credit Extension as a Borrowing Request as required by Section 2.03 or (ii) in the case result of the issuance of any Letter of Creditsuch Default, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b).Unmatured Default; (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of A Fixed Charge Coverage Ratio Condition exists or would result from any such Credit Extension with and the same effect related Advance would not constitute Permitted Debt (as though such representations and warranties had been made on and as of defined in the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period.Indenture); (c) At Any representation or warranty contained in Article V is untrue or incorrect as of such Credit Extension Date (except for representations and warranties that are made as of another date, in which case such representation and warranties are true and correct as of such date), and the time Agent or the Required Lenders shall have determined not to make any Credit Extension as a result of and immediately after the fact that such representation or warranty is untrue or incorrect; (d) After giving effect to any Credit Extension, (i) if the applicable Credit ExtensionExtension is a Domestic Advance, there is no Default Domestic Availability, (ii) if the applicable Credit Extension is a Canadian Advance, there is no Canadian Availability, (iii) if the applicable Credit Extension is a UK Advance, there is no UK Availability, as the case may be, or Event (iv) regardless of Default has occurred the type of Advance, there is no Availability; or (e) Any legal matter incident to the making of such Credit Extension shall not be satisfactory to the Agent, the Lenders and is continuingtheir respective counsel. Each Borrowing Notice or request for issuance of Facility LC with respect to each such Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to conditions contained in Sections 4.1 (and Section 4.1 of the matters specified in paragraphs (bExisting Loan Agreement) have been satisfied and (c) that none of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) 4.2 exist as of any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Date.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank The Lenders shall not be required to make any Credit Extension is subject (other than a Credit Extension that, after giving effect thereto and to the satisfaction application of the following conditionsproceeds thereof, does not increase the aggregate amount of outstanding Credit Extensions), unless on the date of such Credit Extension: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 No Default or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Unmatured Default exists or would result from such Credit Request as required by Section 2.05(b)Extension. (bii) The representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents shall be Article V are true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that Extension except to the extent that any such representation and or warranty specifically refers is stated to a given date relate solely to an earlier date, in which case such representation or period, it warranty shall be have been true and correct in all material respects on and as of such date earlier date; provided that this clause (ii) shall not apply to the representations and warranties set forth in Section 5.5 (as it relates to clause (i) or for (ii) of the definition of "Material Adverse Effect"), clause (a) of the first sentence of Section 5.7 and the second sentence of Section 5.7 with respect to a borrowing hereunder if the proceeds of such periodborrowing will be used exclusively to repay the Borrower's commercial paper (and, in the event of any such borrowing, the Administrative Agent may require the Borrower to deliver information sufficient to disburse the proceeds of such borrowing directly to the holders of such commercial paper or a paying agent therefor). (ciii) At The SEC Order shall not have expired or been revoked and shall permit the time of and immediately Borrower to incur the Indebtedness evidenced by such Credit Extension. The Borrower shall, upon request, provide the Administrative Agent with evidence satisfactory to the Administrative Agent that, after giving effect to the applicable such Credit Extension, no Default or Event the aggregate amount of Default has occurred and is continuingshort-term debt instruments issued by the Borrower in reliance upon the SEC Order shall not exceed the maximum amount of Indebtedness authorized by the SEC Order. Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs Sections 4.2(i), (bii) and (ciii) have been satisfied. Any Lender may require delivery of this Section 4.02; provided, however, that a duly completed compliance certificate in substantially the conditions set forth in this Section 4.02 shall not apply form of Exhibit B as a condition to (A) any Incremental Loan and/or (B) any making a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Extension.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank The Lenders shall not be required to make any Credit Extension is subject to unless on the satisfaction of the following conditionsapplicable Borrowing Date: (ia) In the case There exists no Default or Event of any BorrowingDefault, the Administrative Agent shall have received nor would a Borrowing Request as required by Section 2.03 Default or (ii) in the case Event of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Default result from such Credit Request as required by Section 2.05(b)Extension. (b) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such Borrowing Date, except to the Loan Parties set forth extent any such representation or warranty is stated to relate solely to an earlier date, in this Agreement which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such Borrowing Date, except to the other Loan Documents extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be have been true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such periodearlier date. (c) At The Administrative Agent shall have received a Borrowing Notice or Facility LC Application, as applicable in accordance with Section 2.02(b). (d) After making the time of and immediately after giving effect to Credit Extension requested on such Borrowing Date the applicable Aggregate Outstanding Credit Extension, no Default or Event of Default has occurred and is continuingExposure shall not exceed the Aggregate Commitments then in effect. Each Borrowing Notice or Facility LC Application, as applicable, with respect to each such Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs Sections 4.2(a) and (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or and each Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b2.05(a)(ii). (b) The representations and warranties of Holdings and the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 (A) shall apply to any Incremental Loan made in connection with any acquisition or other similar Investment only to the extent required by Section 2.22 and (B) shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender or Issuing Bank to make any Credit Extension on any Credit Date, including the Closing Date and the date of any Borrowing of a Delayed Draw Loan, is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditionsconditions precedent: (ia) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request fully completed and executed Funding Notice and an executed certificate of an Authorized Officer of the Borrower certifying, among other things, that the conditions precedent in Section 3.1 and this Section 3.4 and, as required by Section 2.03 or (ii) applicable in the case of the issuance of any Letter of Credita Supplemental Initial Loan or Delayed Draw Loan Sections 3.2 or Section 3.3, the applicable Issuing Bank and the Administrative Agent shall as applicable, have received a Letter of been satisfied with respect to such requested Credit Request as required by Section 2.05(b).Extension; (b) The for any Credit Extension made after the Closing Date, the representations and warranties of the Loan Parties set forth Borrower and each other Credit Party contained in this Agreement Section 4 and the in each other Loan Documents Credit Document shall be true and correct in all material respects on and as of the date of any such Credit Extension with Date; provided that, to the same effect as though extent that such representations and warranties had been made on and as of the date of such Credit Extension; providedspecifically refer to an earlier date, that to the extent that any representation and warranty specifically refers to a given date or period, it they shall be true and correct in all material respects as of such earlier date or for and to the extent such period.representations and warranties are already qualified by materiality, they shall be true and correct in all respects; (c) At at the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has shall have occurred and is continuing. Each be continuing or would result therefrom; (d) (i) with regard to any Initial Loan, the Interim Order Entry Date shall have occurred and the Interim Order shall be in full force and effect, shall not have been vacated or reversed, and shall not be subject to any stay and (ii) with regard to any Delayed Draw Loans, the Final Order Entry Date shall have occurred and the Final Order shall be in full force and effect, shall not have been vacated or reversed, and shall not be subject to any stay; (e) the Credit Parties shall be in compliance with the terms of the Interim Order or the Final Order, as applicable; (f) for any Credit Extension made after the Closing Date Date, the Delayed Draw Premium Reserve Account shall have been established and be subject to a blocked deposit account control agreement in form and substance reasonably satisfactory to the Collateral Agent; (g) the Borrower shall have paid (or will pay with the proceeds of such disbursement) to the Administrative Agent and the Lenders all fees and expenses (including legal fees and expenses and recording fees) and other amounts then due and payable on or prior to the date of such Credit Extension pursuant to the Credit Documents and the Administrative Agent Fee Letter; and (h) no action shall be pending or threatened (to the knowledge of the Lenders or the Credit Parties) against the Lenders or the Administrative Agent or Collateral Agent arising out of, in connection with, or otherwise related to this Agreement, any of the other Credit Documents and/or any Transaction. On the date of any Credit Extension, the Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in paragraphs (b) and through (ch) of this Section 4.02; providedabove have been satisfied. Notwithstanding anything to the contrary contained herein, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision funding of any Incremental Facility in connection with a Permitted Acquisition, Investment Delayed Draw Loan shall be further conditioned upon the Bankruptcy Court entering the Final Order on or similar transaction not prohibited by prior to the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Final Order Deadline.

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of a Loan), and of each Issuing Bank to make issue, amend, renew or extend any Credit Extension Letter of Credit, is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (ba) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and of the Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of (or, in the date case of any such Credit Extension with the same effect as though such representations and warranties had been made that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension; provided, that except to the extent that any representation made as of a specific date, which representations and warranty specifically refers to a given date or period, it warranties shall be true and correct in all material respects as of such specific date (or, in the case of any such representation and warranties that are qualified as to materiality or for Material Adverse Effect in the text thereof, such periodrepresentations and warranties being true and correct in all respects as of such specific date). (b) At the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing. (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default (i) the Borrower will be in Pro Forma Financial Covenant Compliance and (ii) the Borrower will not be required, pursuant to the terms of the Secured Debt Indenture Exceptions, to equally and ratably secure any of its obligations in respect of the Senior Notes as a result of such Credit Extension; provided that with respect to any Borrowing, the Borrower shall have delivered to the Administrative Agent a certificate, executed on behalf of the Borrower by a Financial Officer (which may be included in the applicable Borrowing Request) certifying as to each of the foregoing clauses (i) and (ii). (d) At the time of and immediately after giving effect to such Credit Extension, the current Total Credit Exposure (without regard to the requested Borrowing) and the pro forma Total Credit Exposure (giving effect to the requested Borrowing) will not exceed the then effective Credit Limit. (e) To the extent that the Aggregate Commitments are greater than $2,000,000,000 (or Event such other amount that is the lowest “fixed” basket contained in any of Default has occurred and is continuingthe Secured Debt Indenture Exceptions) as of the date of such Credit Extension, the Borrower shall have delivered to the Administrative Agent a Secured Debt Cap Certificate. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (cd) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender or and of each Issuing Bank to make any Credit Extension on any Credit Date, including the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditionsconditions precedent: (ia) In the Administrative Agent and, in the case of any Borrowingissuance, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 amendment, renewal or (ii) in the case of the issuance extension of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request fully completed and executed Funding Notice or Issuance Notice, as required by Section 2.05(b).the case may be; (b) The the representations and warranties of the Loan Credit Parties set forth herein and in this Agreement and the other Loan Credit Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with Date to the same effect extent as though such representations and warranties had been made on and as of the date of such Credit Extension; providedDate, that except to the extent that any representation such representations and warranty warranties specifically refers relate to a given date or periodan earlier date, it in which case such representations and warranties shall be have been true and correct in all material respects on and as of such date earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or for such period.modified by materiality in the text thereof; (c) At at the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has shall have occurred and is continuingbe continuing or would result therefrom; and (d) in the case of any issuance, amendment, renewal or extension of any Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received all other information required by the applicable Issuance Notice, and such other documents or information as such Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Each On the date of any Credit Extension after Extension, Holdings and the Closing Date Borrower shall be deemed to constitute a representation have represented and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, warranted that the conditions set forth specified in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof 3.2 have required satisfaction of the same in the applicable Incremental Facility Agreementbeen satisfied and that, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto to such Credit Extension, the Total Utilization of Revolving Commitments (except in or any component thereof) shall not exceed the case of maximum amount thereof (or the incurrence or provision maximum amount of any Incremental Facility such component) specified in connection with a Permitted Acquisition, Investment Section 2.2(a) or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility2.3(a).

Each Credit Extension. After The obligation of each Lender to make a Loan on the Closing Dateoccasion of any Borrowing (other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Eurodollar Loan following the expiration of the applicable Interest Period), the obligation of each Revolving Lender or Issuing Bank to make issue any Letter of Credit, or amend or extend the expiration date, or increase the face amount of any Letter of Credit, and the effectiveness of any Commitment Increase pursuant to Section 2.19 (subject to the provisions of Section 1.4 in the case of any Incremental Revolving Commitment Tranche for use in a Limited Condition Transaction) or any extension of the Maturity Date pursuant to Section 2.20 (each of the foregoing, a “Credit Extension Extension”), is subject to the satisfaction of the following conditions: (ia) In the case of any Borrowing, the The Administrative Agent shall have received a fully executed Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, Administrative Agent and the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request fully executed Issuance Notice and Application, as required by Section 2.05(b).the case may be; (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of (other than to the date of any such Credit Extension with the same effect as though extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties had been made shall be true and correct in all respects) on and as of the date of such Credit Extension; provided, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.4(a) shall be deemed to refer, following the first delivery thereof, to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.1 and (ii) to the extent that any representation such representations and warranty warranties specifically refers refer to a given date or periodan earlier date, it they shall be true and correct in all material respects such manner as of such date or for such period.earlier date; (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has shall have occurred and is be continuing; and (d) At the time of and immediately after giving effect to such Credit Extension, Parent would be in compliance with the financial covenant set forth in Section 6.8 whether or not such covenant would otherwise be tested on and as of the date of such Credit Extension. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing DateThe Lenders shall not be required to make, continue or convert any Credit Extension, the obligation of each Revolving LC Issuer shall not be obligated to issue or Modify any Facility LC, the Swingline Lender or Issuing Bank shall not be required to make any Swingline Loan and the Lenders shall not be required to increase Commitments pursuant to Section 2.2, unless on the applicable Credit Extension is subject to Date or date of conversion, continuation or Modification the satisfaction applicable date of any increase in the Commitments, the following conditionsconditions precedent have been satisfied: (ia) In the case of any BorrowingThere exists no Default or Unmatured Default, the Administrative Agent shall have received nor would a Borrowing Request as required by Section 2.03 Default or (ii) Unmatured Default result from such Credit Extension or Modification or increase in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)Commitments hereunder. (b) The representations and warranties of the Loan Parties set forth contained in this Agreement and the Article V or any other Loan Documents Document (other than Sections 5.5, 5.7 and 5.15 (other than on the Restatement Date)) are true and correct in all material respects as of such Credit Extension Date and as of any date Commitments are increased hereunder except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be have been true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extensionearlier date; provided, that to the extent that further that, any representation and warranty specifically refers that is qualified as to a given date materiality, “Material Adverse Effect” or period, it similar language shall be true and correct (after giving effect to any such qualification therein) in all material respects as of on such date or for such periodrespective dates. (c) At Each Borrowing Notice, each Conversion/Continuation Notice or request for the time issuance or Modification of and immediately after giving effect a Facility LC with respect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each each such Credit Extension after the Closing Date or request for any increase in Commitments shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs Sections 4.2(a) and (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After The Lenders and the Closing Date, the obligation of each Revolving Lender or Issuing Bank Banks shall not be required to make any Credit Extension is subject to a Borrower unless on the satisfaction applicable Credit Extension Date the following conditions are satisfied (it being acknowledged and agreed that conversions and continuations of Loans and Advances that do not result in an increase in the Aggregate Outstanding Credit Exposure shall not be deemed to constitute Credit Extensions for purposes of this Section 4.2, including the last sentence hereof): 4.2.1 There exists no Default or Unmatured Default with respect to such Borrower and no Default or Unmatured Default with respect to such Borrower will result from such Credit Extension or from the use of the following conditions:proceeds thereof. 4.2.2 The representations and warranties of such Borrower contained in Article V (other than the representations and warranties set forth in Sections 5.5, 5.7, 5.14(ii) and 5.16, which shall only be made on the Closing Date) are true and correct (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. 4.2.3 All required regulatory authorizations of FERC and/or the Illinois Commerce Commission in respect of such Credit Extension to the Borrowing Subsidiary shall have been obtained and shall be effective. 4.2.4 In the case of the Borrowing Subsidiary, such Borrower shall not be in violation of any limitation on its ability to incur unsecured Indebtedness contained in its articles of incorporation at the time of and after giving effect to such Credit Extension on such Credit Extension Date. Each Borrowing Notice or request for the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any with respect to each such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it Borrower shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth contained in this Section 4.02 shall not apply Sections 4.2.1, 4.2.2 and, with respect to (A) any Incremental Loan and/or (B) any a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case to the lenders in respect thereof Borrowing Subsidiary, 4.2.3 and 4.2.4 have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension (other than any LC Reimbursement Loan) is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 2.03, or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, further, that any representation or 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 on such respective dates. (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has occurred and is continuing. (d) After giving effect to the Credit Extension, (i) the Borrowing Base is no less than the Total Revolving Credit Exposure, (ii) the US Borrowing Base is no less than the Initial US Revolving Credit Exposure and (iii) the Canadian Borrowing Base is no less than the Initial Canadian Revolving Credit Exposure. (e) After giving effect to the such Credit Extension, (i) the Total Revolving Credit Exposure does not exceed the Borrowing Base, (ii) in the case of any US Revolving Loan or US Letter of Credit, the Initial US Revolving Credit Exposure does not exceed the US Borrowing Base and (iii) in the case of any Canadian Revolving Loan or Canadian Letter of Credit, the Initial Canadian Revolving Credit Exposure does not exceed the Canadian Borrowing Base. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After The obligation of each Lender to make a Loan on the Closing Dateoccasion of any Borrowing (other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Eurodollar Loan following the expiration of the applicable Interest Period), the obligation of each Revolving Lender or Issuing Bank to make issue any Letter of Credit, or amend or extend the expiration date, or increase the face amount of any Letter of Credit, and the effectiveness of any Commitment Increase pursuant to Section 2.19 or any extension of the Maturity Date pursuant to Section 2.20 (each of the foregoing, a “Credit Extension Extension”), is subject to the satisfaction of the following conditions: (ia) In the case of any Borrowing, the The Administrative Agent shall have received a fully executed Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, Administrative Agent and the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request fully executed Issuance Notice and Application, as required by Section 2.05(b).the case may be; (b) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of (other than to the date of any such Credit Extension with the same effect as though extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties had been made shall be true and correct in all respects) on and as of the date of such Credit Extension; provided, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.4(a) shall be deemed to refer, following the first delivery thereof, to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.1 and (ii) to the extent that any representation such representations and warranty warranties specifically refers refer to a given date or periodan earlier date, it they shall be true and correct in all material respects such manner as of such date earlier date. Any assertion by the Administrative Agent or for the Lenders that the representation contained in Section 3.4(b) is not true and correct shall require a good faith determination made by the Required Lenders acting together to such period.effect and the Required Lenders shall have notified the Borrower of their determination; and (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has shall have occurred and is be continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Parent Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed no that no Event of Default then exists under Section 7.01(a), 7.01(f) or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto 7.01(g) shall be continuing at the time of the borrowing of any Incremental Facility)Loan.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make a Credit Extension (which, for the avoidance of doubt (including for purposes of the last paragraph of this Section 4.02), shall not include any Credit Extension under any Incremental Facility Amendment, Refinancing Amendment and/or Extension Amendment, which shall be governed by the terms set forth in Sections 2.22, 2.23 and 9.02(c), as applicable), is subject solely to the satisfaction of the following conditions: (i) In the case of any a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties and their Restricted Subsidiaries set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that (A) to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such periodperiod and (B) any representation or warranty that is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has or Default shall have occurred and is be continuing. Each Except as set forth in the lead-in language of this Section 4.02, each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (solely with respect to any Credit Extension after the Closing Date) (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender or Issuing Bank to make a Credit Extension (which, for the avoidance of doubt (including for purposes of the last paragraph of this Section 4.02), shall (x) include the extension of the Initial Term Loans on the Closing Date but (y) not include (A) any Incremental Loans advanced in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Incremental Facility Amendment, Refinancing Amendment and/or Extension Amendment, in each case to the extent not otherwise required by the lenders in respect of thereof) is subject solely to the satisfaction of the following conditions: (i) In the case of any a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (other than in respect of representations and warranties that are subject to a “materiality” or “Material Adverse Effect” qualifier, in which case such representations and warranties will be true and correct in all respects) on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has shall have occurred and is be continuing. Each Except as set forth in the lead-in language of this Section 4.02, each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Restatement Effective Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)Request. (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a an earlier given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Restatement Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Revolving Loan made in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless unless, in each case case, the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After The Lenders and the Closing Date, the obligation of each Revolving Lender or Issuing Bank Banks shall not be required to make any Credit Extension is subject to a Borrower unless on the satisfaction of applicable Credit Extension Date the following conditions:conditions are satisfied (it being acknowledged and agreed that conversions and continuations of Loans and Advances that do not result in an increase in the Aggregate Outstanding Credit Exposure shall not be deemed to constitute Credit Extensions for purposes of this Section 4.2, including the last sentence hereof): (i) There shall exist no Default or Unmatured Default with respect to such Borrower and no Default or Unmatured Default with respect to such Borrower shall result from such Credit Extension or from the use of the proceeds thereof. (ii) The representations and warranties of such Borrower contained in Article V (other than the representations and warranties set forth in Sections 5.5, 5.7 and 5.12, which shall only be made on the Restatement Effective Date) shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) In the case of any Borrowingsuch Credit Extension to the Borrowing Subsidiary, the Administrative Agent such Borrower shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank all necessary regulatory approvals for such Credit Extension and the Administrative Agent shall have received a Letter performance of Credit Request as required by Section 2.05(b)its obligations with respect thereto. (biv) The representations and warranties of In the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date case of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that Borrowing Subsidiary, such Borrower shall not be in violation of any representation and warranty specifically refers limitation on its ability to a given date or period, it shall be true and correct incur unsecured Indebtedness contained in all material respects as its articles of such date or for such period. (c) At incorporation at the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has occurred and is continuingExtension on such Credit Extension Date. Each Borrowing Notice or request for the issuance of a Letter of Credit with respect to each such Credit Extension after the Closing Date to a Borrower shall be deemed to constitute a representation and warranty by the applicable Borrower on that the date thereof as to the matters specified conditions contained in paragraphs clauses (bi) and (cii) of this Section 4.02; providedabove and, however, that the conditions set forth in this Section 4.02 shall not apply with respect to (A) any Incremental Loan and/or (B) any a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case to the lenders in respect thereof Borrowing Subsidiary, clauses (iii) and (iv) above have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b) or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Incremental Amendment, Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make a Credit Extension (which, for the avoidance of doubt (including for purposes of the last paragraph of this ‎Section 4.02), shall not include any Credit Extension under any Incremental Facility Amendment, Refinancing Amendment and/or Extension Amendment, which shall be governed by the terms set forth in Sections 2.22, 2.23 and 9.02(c), as applicable), is subject solely to the satisfaction of the following conditions: (i) In the case of any a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section ‎Section 2.03 or (ii) in the case of the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section ‎Section 2.05(b). (b) The representations and warranties of the Loan Parties and their Restricted Subsidiaries set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that (A) to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such periodperiod and (B) any representation or warranty that is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has or Default shall have occurred and is be continuing. Each Except as set forth in the lead-in language of this ‎Section 4.02, each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b‎(b) and (csolely with respect to any Credit Extension after the Closing Date) ‎(c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender or Issuing Bank to make any Credit Extension on any Credit Date, including the Closing Date, and the date of any Borrowing of a Delayed Draw Loan is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditionsconditions precedent: (ia) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank fully completed and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b).executed Funding Notice; (b) The representations and warranties of the Loan Parties set forth Borrower and each other Credit Party contained in this Agreement and the Section 4 or any other Loan Documents Credit Document shall be true and correct in all material respects on and as of the date of any such the Credit Extension with Extension; provided that, to the same effect as though extent that such representations and warranties had been made on and as of the date of such Credit Extension; providedspecifically refer to an earlier date, that to the extent that any representation and warranty specifically refers to a given date or period, it they shall be true and correct in all material respects as of such date earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or for similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such period.respective dates; (c) At (i) with regard to any Credit Extension prior to the Final Order Entry Date, the Interim Order Entry Date shall have occurred and the Interim Order shall be in full force and effect, shall not have been vacated or reversed, and shall not be subject to any stay and (ii) with regard to any Credit Extension after the Closing Date, the Final Order Entry Date shall have occurred and the Final Order shall be in full force and effect, shall not have been vacated or reversed, and shall not be subject to any stay; (d) with regard to any Credit Extension after the Closing Date, all “second day orders” approving on a final basis any first day orders intended to be entered on or prior to the date of entry of the Final Order shall have been entered by the Bankruptcy Court, shall be reasonably acceptable to the Requisite Lenders, shall be in full force and effect, shall not have been vacated or reversed, shall not be subject to a stay and shall not have been modified or amended other than as reasonably acceptable to the Requisite Lenders (or the Administrative Agent at the direction of the Requisite Lenders); (e) The Restructuring Support Agreement shall be effective and binding in accordance with its terms, and no “Lender Termination Event” or “Company Termination Event” (as each is defined in the Restructuring Support Agreement) shall have occurred and be continuing, and no event that with the passage of time or delivery of notice would constitute such a Lender Termination Event or Company Termination Event shall have occurred and be continuing; and (f) at the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has shall have occurred and is continuingbe continuing or would result therefrom. Each On the date of any Credit Extension after Extension, the Closing Date Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in Sections paragraphs (b), (c) and (cd) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof above have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After the Closing DateExcept as otherwise expressly provided herein, the obligation of each Revolving Lender or Issuing Bank Lenders shall not be required to make any Credit Extension is subject to if on the satisfaction of the following conditionsapplicable Credit Extension Date: (ia) In There exists any Default or Unmatured Default or any Default or Unmatured Default shall result from any such Credit Extension and the case Agent or the Required Lenders shall have determined not to make any Credit Extension as a result of such Default or Unmatured Default; (b) Any representation or warranty contained in Article V is untrue or incorrect as of such Credit Extension Date except to the extent any Borrowingsuch representation or warranty is stated to relate solely to an earlier date, and the Agent or the Required Lenders shall have determined not to make any Credit Extension as a result of the fact that such representation or warranty is untrue or incorrect; (c) After giving effect to any Credit Extension, Availability would be less than zero; (d) The making of such Credit Extension violates any requirement of law or is enjoined, temporarily, preliminarily or permanently; (e) The Loan Parties shall have failed to deliver any other document reasonably requested by the Agent, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 LC Issuer or any Lender; or (iif) If in the case of each Credit Extension on or after the date the Bankruptcy Court enters the Final Order, such state regulatory approvals as the Required Lenders deem necessary (including, without limitation, approval of the public utility commissions for the State of Montana and the State of Nebraska) shall not have been obtained and entered and remain in full force and effect. Each Borrowing Notice or request for issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any Facility LC with respect to each such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs Sections 4.3(a), (b), (c) and (cf) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply (if (f) is applicable) have been satisfied. The Agent may require a duly completed Compliance Certificate as a condition to (A) any Incremental Loan and/or (B) any making a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Extension.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension (other than any LC Reimbursement Loan) is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 2.03, or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, further, that any representation or 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 on such respective dates. (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has occurred and is continuing. (d) After giving effect to the Credit Extension, (i) the Borrowing Base exceeds the Total Revolving Credit Exposure, (ii) the US Borrowing Base exceeds the Initial US Revolving Credit Exposure and (iii) the European Borrowing Base exceeds the Initial European Revolving Credit Exposure. (e) After giving effect to the such Credit Extension, (i) the Total Revolving Credit Exposure does not exceed the Borrowing Base, (ii) in the case of any US Revolving Loan or US Letter of Credit, the Initial US Revolving Credit Exposure does not exceed the US Borrowing Base, and (iii) in the case of any European Revolving Loan or European Letter of Credit, the Initial European Revolving Credit Exposure does not exceed the European Borrowing Base. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After The Lenders shall not (except as otherwise set forth in Section 2.4(d) with respect to Revolving Loans for the Closing Date, the obligation purpose of each Revolving Lender or Issuing Bank repaying Swing Line Loans) be required to make any Credit Extension is (other than pursuant to a Conversion/Continuation Notice, which shall be subject only to clauses (a) and (c) below) unless on the satisfaction of the following conditionsapplicable Borrowing Date: (ia) In the case There exists no Default or Event of any BorrowingDefault, the Administrative Agent shall have received nor would a Borrowing Request as required by Section 2.03 Default or (ii) in the case Event of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Default result from such Credit Request as required by Section 2.05(b)Extension. (b) The representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents shall be ARTICLE V are true and correct in all material respects on and as of (except to the date of any such Credit Extension with the same effect as though such extent already qualified by materiality, in which case said representations and warranties had been made on are true and correct in all respects) as of the date of such Credit Extension; provided, that Borrowing Date except to the extent that any such representation and or warranty specifically refers is stated to a given date relate solely to an earlier date, in which case such representation or period, it warranty shall be have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such date or for such periodearlier date. (c) At Following the time making of and immediately after giving effect to the applicable requested Credit Extension, no Default or Event the aggregate amount of Default has occurred and all Borrowing Base Debt would not exceed the Borrowing Base (determined as of the most recent Inventory Valuation Date). It is continuingnot a condition to each Credit Extension that the Borrower tender an updated Borrowing Base Certificate. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs Sections 4.2(a), (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank The Lenders shall not be required to make any Credit Extension is subject (including Swing Line Loans) other than an Advance or Swing Line Loan that, after giving effect thereto and to the satisfaction application of the following conditions:proceeds thereof, does not increase the aggregate amount of outstanding Advances (including Swing Line Loans) and Competitive Bid Loans and other than an extension, renewal or amendment of a Facility Letter of Credit that does not increase the face amount thereof, unless on the applicable Borrowing Date (or date of such Credit Extension): (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 There exists no Default or Unmatured Default; (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties contained in Article VI are 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 Borrowing Date (or date of such Credit Extension) with respect to the Loan Parties set forth General Partner, the Borrower and to any Subsidiary in this Agreement and existence (as applicable) on such Borrowing Date (or date of such Credit Extension), except to the other Loan Documents extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that (except to the extent that any such representation and warranty specifically refers to a given date itself is qualified by “materiality”, “Material Adverse Effect” or periodsimilar qualifier, in which case, it shall be true and correct in all material respects respects) on and as of such earlier date or provided that for those representations made to the Borrower’s best knowledge, Borrower shall not be required to make any specific inquiry to determine the accuracy of a representation and warranty as of a Borrowing Date, as long as such period.inquiry is made on a quarterly basis in connection with the delivery of its quarterly compliance certificate; and (ciii) At All legal matters incident to the time making of and immediately after giving effect such Advance (including Swing Line Loans) or Credit Extension shall be satisfactory to the applicable Credit Extension, no Default or Event of Default has occurred Lenders and is continuingtheir counsel. Each Borrowing Notice or request for issuance of a Facility Letter of Credit with respect to each such Credit Extension after the Closing Date (including Swing Line Loans) shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs (bSections 5.2(i) and (cii) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After The Lenders and the Closing Date, the obligation of each Revolving Lender or Issuing Bank Banks shall not be required to make any Credit Extension is subject to a Borrower unless on the satisfaction applicable Credit Extension Date the following conditions are satisfied (it being acknowledged and agreed that conversions and continuations of Loans and Advances that do not result in an increase in the Aggregate Outstanding Credit Exposure shall not be deemed to constitute Credit Extensions for purposes of this Section 4.2, including the last sentence hereof): 4.2.1 There shall exist no Default or Unmatured Default with respect to such Borrower and no Default or Unmatured Default with respect to such Borrower shall result from such Credit Extension or from the use of the following conditions:proceeds thereof. 4.2.2 The representations and warranties of such Borrower contained in Article V (other than the representations and warranties set forth in Sections 5.5, 5.7 and 5.12, which shall only be made on the Restatement Effective Date) shall be true and correct (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case as of such Credit Extension Date except to the Loan Parties set forth extent any such representation or warranty is stated to relate solely to an earlier date, in this Agreement and the other Loan Documents which case such representation or warranty shall be have been true and correct in all material respects on and as of such earlier date. 4.2.3 In the date case of any such Credit Extension with to the same effect as though Borrowing Subsidiary, such representations and warranties had been made on and as of the date of Borrower shall have received all necessary regulatory approvals for such Credit Extension; provided, that Extension and the performance of its obligations with respect thereto. 4.2.4 In the case of any such Credit Extension to the extent that Borrowing Subsidiary, such Borrower shall not be in violation of any representation and warranty specifically refers limitation on its ability to a given date or period, it shall be true and correct incur unsecured Indebtedness contained in all material respects as its articles of such date or for such period. (c) At incorporation at the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has occurred and is continuingExtension on such Credit Extension Date. Each Borrowing Notice or request for the issuance of a Letter of Credit with respect to each such Credit Extension after the Closing Date to a Borrower shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth contained in this Section 4.02 shall not apply Sections 4.2.1, 4.2.2 and, with respect to (A) any Incremental Loan and/or (B) any a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case to the lenders in respect thereof Borrowing Subsidiary, 4.2.3 and 4.2.4 have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or and each Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received Borrowing Request as required by Section 2.05(b2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; providedprovided that, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, further, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that that, for the avoidance of doubt, the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless Amendment, unless, in each case case, the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).. WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b) or (iii) in the case of any Borrowing of Swingline Loans, the applicable Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. (d) At the time of and immediately after giving effect to the applicable Credit Extension, (A) the Total Revolving Credit Exposure does not exceed the Line Cap then in effect, (B) the total US Facility Exposure does not exceed the US Facility Line Cap then in effect and (C) the total Canadian Facility Exposure does not exceed the Canadian Facility Line Cap then in effect. (e) The relevant Borrowing Request shall include a calculation of the Eligible Cash amount as of the date of such Borrowing Request. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject solely to the satisfaction of the following conditions: (a) (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b2.05(a)(i) or Section 2.05(a)(ii) or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of Holdings and the other Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that subject to Section 2.22 the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition, other Investment or irrevocable repayment, repurchase or redemption of Indebtedness and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender, Swingline Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b) or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the relevant Revolving Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.024.03; provided, however, provided that the conditions set forth in this Section 4.02 4.03 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank The Lenders shall not be required to make any Credit Extension is subject to or reissuance or Modification of a Facility LC unless on the satisfaction applicable Credit Extension Date or the date of such reissuance or Modification all of the following conditionsconditions precedent have been satisfied: (i) In There exists no Default or Unmatured Default. (ii) No Material Adverse Effect shall have occurred since December 31, 2002. (iii) No litigation, arbitration, governmental proceeding, claim for Taxes or Other Taxes, dispute or administrative or other proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (iv) The representations and warranties contained in Article V and in the other Loan Documents are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (v) The making of such Credit Extension would not conflict with, or cause any BorrowingLender to exceed, the any applicable Government Requirements. (vi) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)timely request therefor pursuant to Article II. (bvii) The representations and warranties All legal matters incident to the making of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension shall be satisfactory to the Lenders and their counsel. Each Borrowing Notice or request for issuance, reissuance or Modification of a Facility LC with the same effect as though such representations and warranties had been made on and as of the date of respect to each such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs Sections 4.2(i), (bii) (iii) (iv) and (cv) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply Exhibit A as a condition to (A) any Incremental Loan and/or (B) any making a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Extension.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension (other than any LC Reimbursement Loan) is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 2.03, or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, further, that any representation or 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 on such respective dates. (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has occurred and is continuing. (d) After giving effect to the Credit Extension, (i) the Borrowing Base exceeds the Total Revolving Credit Exposure, (ii) the US Borrowing Base exceeds the Initial US Revolving Credit Exposure, (iii) the Canadian Borrowing Base exceeds the Initial Canadian Revolving Credit Exposure and (iv) the European Borrowing Base exceeds the Initial European Revolving Credit Exposure. (e) After giving effect to the such Credit Extension, (i) the Total Revolving Credit Exposure does not exceed the Borrowing Base, (ii) in the case of any US Revolving Loan or US Letter of Credit, the Initial US Revolving Credit Exposure does not exceed the US Borrowing Base, (iii) in the case of any Canadian Revolving Loan or Canadian Letter of Credit, the Initial Canadian Revolving Credit Exposure does not exceed the Canadian Borrowing Base, (iv) in the case of any European Revolving Loan or European Letter of Credit, the Initial European Revolving Credit Exposure does not exceed the European Borrowing Base. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Second Amendment Effective Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension (other than any LC Reimbursement Loan) is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 2.03, or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, further, that any representation or 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 on such respective dates. (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has occurred and is continuing. (d) After giving effect to the Credit Extension, (i) the Borrowing Base is no less than the Total Revolving Credit Exposure and (ii) the North American Borrowing Base is no less than the Initial Revolving Credit Exposure. (e) After giving effect to the such Credit Extension, (i) the Total Revolving Credit Exposure does not exceed the Borrowing Base and (ii) in the case of any Revolving Loan or Letter of Credit, the Initial Revolving Credit Exposure does not exceed the North American Borrowing Base. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).Section. #94513555v35

Each Credit Extension. After The Lenders shall not (except with respect to Revolving Loans for the Closing Date, the obligation purpose of each Revolving Lender repaying Reimbursement Obligations or Issuing Bank Cash Collateralizing Facility LCs or Swing Line Loans) be required to make any Credit Extension is subject to unless on the satisfaction of the following conditionsapplicable Credit Extension Date: (ia) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 There exists no Default or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)Unmatured Default. (b) The representations and warranties of contained in Article V (other than the Loan Parties representations and warranties set forth in this Agreement Sections 5.6) are true and the correct in all material respects (other Loan Documents than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all material respects on and respects) as of the date of any such Credit Extension with Date except to the same effect as though extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (other than those representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers are subject to a given date or periodmateriality qualifier, it which shall be true and correct in all material respects respects) on and as of such date earlier date. With respect to any Borrower that is not a Material Subsidiary, the Lenders shall not (except with respect to Revolving Loans for the purpose of repaying Reimbursement Obligations or for Cash Collateralizing Facility LCs or Swing Line Loans) be required to make any Credit Extension to such period. (c) At the time of and immediately after giving effect to Borrower if, on the applicable Credit ExtensionExtension Date, no a Default or Event of Unmatured Default has occurred and is continuing. Each Credit Extension after the Closing Date would exist if such Borrower were a Material Subsidiary; provided that any such circumstance that would not otherwise constitute a Default or Unmatured Default under this Agreement shall not be deemed to be a Default or Unmatured Default or affect the Lenders’ Commitment to make Credit Extensions to the other Borrowers under this Agreement solely as a result of this paragraph. Each Borrowing Notice, Notice of Swing Line Borrowing, or request for issuance, increase or extension of a Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower on Borrowers that the date thereof as to conditions contained in the matters specified in paragraphs preceding paragraph and Sections 4.2(a) and (b) and (c) of this Section 4.02; providedhave been satisfied. As a condition to making a Credit Extension, however, that the conditions set forth in this Section 4.02 shall not apply Administrative Agent may require the applicable Borrower to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction deliver a certificate from an Authorized Officer of the same in the applicable Incremental Facility AgreementParent, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed certifying that no Event of Default then exists or would exist after giving effect thereto such officer (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by a) has reviewed the terms of this Agreement, in Agreement and (b) has no knowledge of the existence of any condition or event which case, no Specified Event of Default then exists constitutes (or would exist after giving effect thereto at constitute, if the time applicable Borrower were a Material Subsidiary) a Default or Unmatured Default as of the borrowing date of any Incremental Facility)such certificate.

Each Credit Extension. After The Lenders and the Closing Date, the obligation of each Revolving Lender or Issuing Bank Banks shall not be required to make any Credit Extension is subject to a Borrower unless on the satisfaction of applicable Credit Extension Date the following conditions:conditions are satisfied (it being acknowledged and agreed that conversions and continuations of Loans and Advances that do not result in an increase in the Aggregate Outstanding Credit Exposure shall not be deemed to constitute Credit Extensions for purposes of this Section 4.2, including the last sentence hereof): (i) There shall exist no Default or Unmatured Default with respect to such Borrower and no Default or Unmatured Default with respect to such Borrower shall result from such Credit Extension or from the use of the proceeds thereof. (ii) The representations and warranties of such Borrower contained in Article V (other than the representations and warranties set forth in Sections 5.5, 5.7 and 5.12, which shall only be made on the Restatement Effective Date) shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) In the case of any Borrowingsuch Credit Extension to the Borrowing Subsidiary, the Administrative Agent such Borrower shall have received a all necessary regulatory approvals for such Credit Extension and the performance of its obligations with respect thereto. Each Borrowing Request as required by Section 2.03 Notice or (ii) in the case of request for the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any with respect to each such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it Borrower shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the applicable Borrower on that the date thereof as to the matters specified conditions contained in paragraphs clauses (bi) and (cii) of this Section 4.02; providedabove and, however, that the conditions set forth in this Section 4.02 shall not apply with respect to (A) any Incremental Loan and/or (B) any a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case to the lenders in respect thereof Borrowing Subsidiary, clause (iii) above have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any a Credit Extension (which, for the avoidance of doubt, shall not include any Incremental Loans advanced in connection with a Limited Condition Acquisition to the extent not otherwise required by the Lenders of such Incremental Loans) is subject to the satisfaction of the following conditions: (i) In the case of any a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b) or (iii) in the case of a Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuingor Default exists. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided. ARTICLE 5ARTICLE 5 From the Closing Date until the date that all the Revolving Credit Commitments and any Additional Commitments have expired or terminated and the principal of and interest on each Loan and all fees, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension expenses and other amounts payable under any Refinancing Amendment and/or Extension Amendment unless Loan Document (other than contingent indemnification obligations for which no claim or demand has been made) have been paid in full in Cash and all Letters of Credit have expired or have been terminated (or have been collateralized or back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the Administrative Agent and the Issuing Banks) and all LC Disbursements have been reimbursed (such date, the “Termination Date”), each case Borrower hereby covenants and agrees with the lenders in respect thereof have required satisfaction of Administrative Agent and the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).Lenders that:

Each Credit Extension. After the Closing Date, the obligation of each Revolving Credit Lender or Issuing Bank to make a Revolving Credit Loan (which, for the avoidance of doubt, shall not include any Incremental Revolving Loans advanced in connection with an acquisition to the extent not otherwise required by the Lenders of such Incremental Revolving Loans) and the obligation of each L/C Issuer to make L/C Credit Extension Extensions, in each case, is subject to the satisfaction of the following conditions: (i) In the case of any Borrowinga Borrowing of Revolving Credit Loans, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.05, (ii) in the case of the issuance of any Letter Letters of Credit, the applicable Issuing Bank L/C Issuer and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b2.02(b) or (iii) in the case of a Borrowing of Swing Line Loans, the Swing Line Lender and the Administrative Agent shall have received a request as required by Section 2.03(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or in all respects to the extent already qualified by materiality) on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects (or in all respects to the extent already qualified by materiality) as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuingor Default exists. Each Credit Extension after After the Closing Date Date, the acceptance by Xxxxxxxx of the proceeds of each Revolving Credit Loan requested in any Borrowing Request, and the issuance of each Letter of Credit requested hereunder by Xxxxxxxx, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs clauses (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make a Credit Extension (which, for the avoidance of doubt (including for purposes of the last paragraph of this Section 4.02), shall not include (A) any Incremental Loan and/or (B) any Credit Extension under any Incremental Facility Amendment, Refinancing Amendment and/or Extension Amendment, in each case to the extent not otherwise required by the lenders in respect of thereof)) is subject solely to the satisfaction of the following conditions: (i) In the case of any a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b), or (iii) in the case of a Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by ‎Section 2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that (A) to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such periodperiod and (B) any representation or warranty that is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to such qualifier). (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has or Default shall have occurred and is be continuing. Each Except as set forth in the lead-in language of this Section 4.02, each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. (d) In the case of the making of any Initial Revolving Loan or the issuance of any Letter of Credit under the Initial Revolving Facility, at the time of and immediately after giving effect to such Credit Extension (and the use of proceeds thereof), the aggregate amount of Cash and Cash Equivalent-s of the Borrower and its Subsidiaries (exclusive of any such Cash and Cash Equivalents deposited in accounts the primary function of which is to serve as a payroll account (so long as such payroll account is a zero balance account or is funded no earlier than the Business Day immediately prior to the date of any payroll disbursements and in an amount not exceeding the same)) would not exceed $15,000,000 20,000,000. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b), (c) and (cd) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Refinancing Incremental Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of a Loan), and of each Issuing Bank to make issue, amend, renew or extend any Credit Extension Letter of Credit, is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (ba) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of (or, in the date case of any such Credit Extension with the same effect as though such representations and warranties had been made that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension; provided, that except to the extent that any representation made as of a specific date, which representations and warranty specifically refers to a given date or period, it warranties shall be true and correct in all material respects as of such specific date (or, in the case of any such representation and warranties that are qualified as to materiality or for Material Adverse Effect in the text thereof, such periodrepresentations and warranties being true and correct in all respects as of such specific date). (cb) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has shall have occurred and is be continuing (c) In the case of any Borrowing of Revolving Loans, after giving pro forma effect to such Borrowing and the application of the proceeds thereof, the aggregate amount of unrestricted cash and cash equivalents on hand of the Borrower and its Restricted Subsidiaries (excluding any Designated Subsidiary Trapped Cash) shall not exceed $100,000,000. (d) With respect to any Credit Extension made after the Effective Date, the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying (i) as to the Secured Debt Cap then in effect (based on the financial statements for the most recently ended Fiscal Quarter for which financial statements have been prepared), together with reasonably detailed calculations thereof, (ii) that after giving pro forma effect to such Credit Extension, (A) the Borrower will be in Pro Forma Financial Covenant Compliance (and attaching calculations with respect thereto in form and substance reasonably satisfactory to the Administrative Agent) and (B) the Borrower and its Subsidiaries, taken as a whole, will be Solvent, and (iii) neither the Borrower nor any of its Subsidiaries intends, as of such date, to (A) be or become subject to a voluntary or involuntary case under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (B) make a general assignment for the benefit of creditors or (C) have a custodian, conservator, receiver or similar official appointed for the Borrower, any of its Subsidiaries or a substantial part of the Borrower’s assets, in each case within 10 Business Days after the date of such Credit Extension. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)Request. (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, Table of Contents however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Revolving Loan made in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension (other than any Letter of Credit Reimbursement Loan) is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or periodan earlier date, it shall be true and correct in all material respects as of such date earlier date; provided, further, that representations and warranties that are qualified by “material”, “material adverse effect” or for such perioda similar term shall be true and correct in all respects. (c) At the time of and immediately after giving effect to the making of the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Incremental Facility Amendment, Refinancing Amendment and/or or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Refinancing Incremental Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of a Loan), and of each Issuing Bank to make issue, amend or extend any Credit Extension Letter of Credit, is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (ba) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and of the Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of (or, in the date case of any such Credit Extension with the same effect as though such representations and warranties had been made that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension; provided, that except to the extent that any representation made as of a specific date, which representations and warranty specifically refers to a given date or period, it warranties shall be true and correct in all material respects as of such specific date (or, in the case of any such representation and warranties that are qualified as to materiality or for Material Adverse Effect in the text thereof, such periodrepresentations and warranties being true and correct in all respects as of such specific date). (b) At the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing. (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default the current Total Credit Exposure (without regard to the requested Borrowing) and the pro forma Total Credit Exposure (giving effect to the requested Credit Extension) will not exceed the then effective Credit Limit. (d) In the case of any Credit Extension, the aggregate amount of unrestricted cash and cash equivalents on hand of the Loan Parties (after giving effect to such Credit Extension) minus Excluded Cash on the day of such Credit Extension, shall not exceed the Specified Cap on a pro forma basis (in the good faith determination of the Borrower). (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or Event a request for a Letter of Default has occurred and is continuingCredit in accordance with Section 2.04(b), as applicable. Each Borrowing and each issuance, amendment or extension of a Letter of Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (c) d), as applicable, of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)Request. (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Revolving Loan made in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of a Loan), and of each Issuing 860627.02-LACSR02A - MSW Bank to make issue, amend, renew or extend any Credit Extension Letter of Credit, is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (ba) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and of the Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of (or, in the date case of any such Credit Extension with the same effect as though such representations and warranties had been made that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension; provided, that except to the extent that any representation made as of a specific date, which representations and warranty specifically refers to a given date or period, it warranties shall be true and correct in all material respects as of such specific date (or, in the case of any such representation and warranties that are qualified as to materiality or for Material Adverse Effect in the text thereof, such periodrepresentations and warranties being true and correct in all respects as of such specific date). (b) At the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing. (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default (i) the Borrower will be in Pro Forma Financial Covenant Compliance and (ii) the Borrower will not be required, pursuant to the terms of the Secured Debt Indenture Exceptions, to equally and ratably secure any of its obligations in respect of the Senior Notes as a result of such Credit Extension; provided that with respect to any Borrowing, the Borrower shall have delivered to the Administrative Agent a certificate, executed on behalf of the Borrower by a Financial Officer (which may be included in the applicable Borrowing Request) certifying as to each of the foregoing clauses (i) and (ii). (d) At the time of and immediately after giving effect to such Credit Extension, the current Total Credit Exposure (without regard to the requested Borrowing) and the pro forma Total Credit Exposure (giving effect to the requested Borrowing) will not exceed the then effective Credit Limit. (e) To the extent that the Aggregate Commitments are greater than $2,000,000,000 (or Event such other amount that is the lowest “fixed” basket contained in any of Default has occurred the Secured Debt Indenture Exceptions) as of the date of such Credit Extension, the Borrower shall have delivered to the Administrative Agent a Secured Debt Cap Certificate. (f) In the case of any Credit Extension, the aggregate amount of unrestricted cash and is continuingcash equivalents on hand of the Loan Parties (after giving effect to such Credit Extension and the application of the proceeds thereof within five (5) Business Days after the date of such Credit Extension) shall not exceed the Specified Cap. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (c), (d) and (cf) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender, Swingline Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b) or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. (d) After the Covenant Relief Period Termination Date, as an additional condition to the making of any Credit Extension, at the time of and immediately after giving effect to any such Credit Extension, the Total Net Indebtedness to Value Ratio shall not exceed 0.80 to 1.00. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the relevant Revolving Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.024.03; provided, however, provided that the conditions set forth in this Section 4.02 4.03 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank The Lenders shall not be required to make any Advance (other than an Advance that, after giving effect thereto and to the application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances), and the LC Issuer shall not be required to issue any Facility LC, unless on the applicable Credit Extension is subject to the satisfaction of the following conditionsDate, both immediately prior to, and immediately after giving effect to, such Credit Extension: (a) Either (i) In in the case of any Borrowingan Advance, the Administrative Agent shall have received a Notice of Borrowing Request as required by Section 2.03 in compliance with Section2.8 or (ii) in the case of the issuance of any Letter of Credita Facility LC, the applicable Issuing Bank and the Administrative Agent LC Issuer shall have received a Letter request for the issuance of Credit Request as required a Facility LC in compliance with Section2.19 (together with any Facility LC Application Agreement requested by Section 2.05(bthe LC Issuer pursuant to Section2.19(c)). (b) The Aggregate Outstanding Credit Exposure does not and would not exceed the Aggregate Commitment. (c) There exists no Default or Unmatured Default. (d) The representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be Article V are true and correct in all material respects as of such date Borrowing Date except to the extent any such representation or for warranty is stated to relate solely to an earlier date, in which case such periodrepresentation or warranty shall be true and correct on and as of such earlier date, and except as contemplated in the last paragraph of this Section4.2. (ce) At the time of and immediately after giving effect All legal matters incident to the applicable Credit Extension, no Default or Event making of Default has occurred such Advance shall be satisfactory to the Lenders and is continuingtheir counsel. Each Credit Extension after Borrowing Notice with respect to each such Advance, and each request for the Closing Date issuance of a Facility LC pursuant to Section2.19, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth contained in this Section 4.02 shall Sections 4.2(a) through and including (d) have been satisfied. The Borrower may submit (in writing) at least seven Business Days prior to any Notice of Borrowing, a statement that one or more representations and warranties will not apply to (A) be true and correct in any Incremental Loan and/or (B) material respect as of such Borrowing Date and the circumstances giving rise thereto. The Required Lenders may decline any subsequent Credit Extension under if they find any Refinancing Amendment and/or Extension Amendment unless such statement by Borrower to be unacceptable in each case their sole discretion. Any Lender may require a duly completed compliance certificate in substantially the lenders in respect thereof have required satisfaction form of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, Exhibit"C" hereto as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)condition to making a Credit Extension.

Each Credit Extension. After the Closing DateIn addition, the obligation of each Revolving Lender or Issuing Bank Lenders will not be obligated to make any Loan and the Fronting Banks will not be obligated to issue, amend, renew or extend any Letter of Credit Extension is subject to the satisfaction of the following conditionsunless: (ia) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The all representations and warranties of the Loan Parties set forth made by EDS, any EDS Designated Affiliate and any Subsidiary Guarantor contained herein or in this Agreement and the other Loan Documents shall be true and correct (or in the case of such representations and warranties that are not qualified as to materiality, true and correct in all material respects on and as of the date of any such Credit Extension respects) with the same effect as though such representations and warranties had been made on and as of the Borrowing Date or the date of issuance, amendment, renewal or extension of such Letter of Credit Extension; providedas the case may be (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct (or in the case of such representations and warranties that are not qualified as to materiality, true and correct in all material respects) as of such earlier date); (b) at the extent that any representation time of and warranty specifically refers immediately after giving effect to each Loan and the use of proceeds thereof or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Potential Default shall exist; (c) the Administrative Agent shall have received (i) a given date Notice of Advance related thereto and each statement or period, it certification made therein shall be true and correct in all material respects as on the Borrowing Date or (ii) a notice requesting the issuance, amendment, renewal or extension of a Letter of Credit and each statement or certification made therein shall be true and correct in all material respects on the date such date Letter of Credit is issued, amended, renewed or for such periodextended. (cd) At in the time case of and immediately after giving effect to a Loan, the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date Administrative Agent shall be deemed to constitute have received a representation and warranty Note duly executed by the relevant Borrower on or prior to the date thereof as complying with the terms and provisions hereof; and (e) no event or circumstance analogous or similar to any of the events or circumstances described in Sections 8.1(f) and/or (g) shall have occurred and be continuing with respect to the matters specified in paragraphs (b) and (c) of this Section 4.02; providedrelevant Borrower. Notwithstanding the foregoing, however, that the conditions set forth above in this Section 4.02 5.2 shall not apply to (A) any Incremental Loan and/or (B) any an amendment of a Letter of Credit Extension if such amendment does not increase the amount available to be drawn under any Refinancing Amendment and/or Extension Amendment unless such Letter of Credit and otherwise does not result in each case the lenders in respect thereof have required satisfaction increased obligations of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicableLenders hereunder; provided further that a Fronting Bank will not be obligated to agree to any amendment to any Letter of Credit issued by it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)unless such amendment is satisfactory to it.

Each Credit Extension. After the Closing DateExcept as otherwise expressly provided herein, the obligation of each Revolving Lender or Issuing Bank shall not be required to make any Credit Extension is subject to if on the satisfaction of the following conditionsapplicable Credit Extension Date: (ia) In The Borrower Representative has not delivered a duly completed Borrowing Notice in compliance with the case terms of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b).this Agreement; (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents There exists any Default or Unmatured Default or any Default or Unmatured Default shall be true and correct in all material respects on and as of the date of result from any such Credit Extension with and the same effect Lender shall have determined not to make any Credit Extension as though such representations and warranties had been made on and as of the date a result of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date Default or period, it shall be true and correct in all material respects as of such date or for such period.Unmatured Default; (c) At Any representation or warranty (other than a representation or warranty that is stated to relate solely to an earlier date) contained in Article V is untrue or incorrect as of such Credit Extension Date except to the time extent any such representation or warranty is stated to relate solely to an earlier date, and the Lender shall have determined not to make any Credit Extension as a result of and immediately after the fact that such representation or warranty is untrue or incorrect; (d) After giving effect to the applicable any Credit Extension, Availability would be less than zero; (e) No law or regulation prohibits, and no Default order, judgment or Event decree of Default has occurred any arbitrator or governmental authority enjoins or restrains the Lender, from making such requested Credit Extension; (f) Unless, on or before October 15, 2003, the Borrowers shall have delivered to the Lender a true and is continuingcomplete Customer List; (g) Unless, on or before October 15, 2003, the Borrowers cause the Problem Financing Statements to be terminated; or (h) Unless, on or before October 15, 2003, the Borrowers deliver to the Lender the original stock certificates required to be pledged under the Loan Documents together with the stock powers related thereto, that were not delivered on or before the Closing Date, or replacement certificates if the originals have been lost or destroyed. Each Borrowing Notice or request for issuance of Facility LC with respect to each such Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on Borrowers that the date thereof as to the matters specified conditions contained in paragraphs Sections 4.2(a) and (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply have been satisfied. The Lender may require a duly completed Compliance Certificate as a condition to (A) any Incremental Loan and/or (B) any making a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Extension.

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of a Loan), and of each Issuing Bank to make issue, amend, renew or extend any Credit Extension Letter of Credit, is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (ba) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and of the Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of (or, in the date case of any such Credit Extension with the same effect as though such representations and warranties had been made that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension; provided, that except to the extent that any representation made as of a specific date, which representations and warranty specifically refers to a given date or period, it warranties shall be true and correct in all material respects as of such specific date (or, in the case of any such representation and warranties that are qualified as to materiality or for Material Adverse Effect in the text thereof, such periodrepresentations and warranties being true and correct in all respects as of such specific date). (cb) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has shall have occurred and be continuing. (c) For any Credit Extension made during a Borrowing Base Period, at the time of and immediately after giving effect to such Credit Extension, (i) the Borrower will be in Pro Forma Financial Covenant Compliance and (ii) the Borrower will not be required, pursuant to the terms of the Secured Debt Indenture Exceptions, to equally and ratably secure any of its obligations in respect of the Senior Notes as a result of such Credit Extension; provided that the Borrower shall have delivered to the Administrative Agent a certificate, executed on behalf of the Borrower by a Financial Officer (which may be included in the applicable Borrowing Request) certifying as to each of the foregoing clauses (i) and (ii). (d) At the time of and immediately after giving effect to such Credit Extension, the current Total Credit Exposure (without regard to the requested Borrowing) and the pro forma Total Credit Exposure (giving effect to the requested Credit Extension) will not exceed the then effective Credit Limit. (e) For any Credit Extension made during a Borrowing Base Period, to the extent that the Aggregate Commitments are greater than $2,000,000,000 (or such other amount that is continuingthe lowest “fixed” basket contained in any of the Secured Debt Indenture Exceptions) as of the date of such Credit Extension, the Borrower shall have delivered to the Administrative Agent a Secured Debt Cap Certificate. (f) In the case of any Credit Extension, the aggregate amount of unrestricted cash and cash equivalents on hand of the Loan Parties (after giving effect to such Credit Extension) minus Excluded Cash on the day of such Credit Extension, shall not exceed the Specified Cap on a pro forma basis (in the good faith determination of the Borrower). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (c), (d) and (c) f), as applicable, of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender or to make a Loan on the occasion of any Borrowing (other than Overadvance Loans in accordance with Section 2.23 and Protective Advances in accordance with Section 2.24), and of the Issuing Bank to make issue, extend, reinstate or otherwise amend any Credit Extension Letter of Credit, is subject to the satisfaction of the following conditions: (ia) In the case of any Borrowing, the Administrative Agent and, if applicable, the applicable Swingline Lender or the applicable Issuing Bank shall have received a written Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a request for Letter of Credit Request (or extension, reinstatement or amendment request relating thereto), as required by Section 2.05(b).applicable, in accordance with the requirements hereof; (b) The representations and warranties of the Loan Parties each Group Company set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of (except to the date of extent already qualified by materiality, in which case any such Credit Extension with the same effect as though such representations representation or warranty shall be true and warranties had been made correct in all respects) on and as of the date of such Credit Extension; providedBorrowing or the date of issuance, that amendment or extension of such Letter of Credit, as applicable, except to the extent that any representation such representations and warranty warranties specifically refers refer to a given date or periodan earlier date, it in which case they shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case any such representation or warranty shall be true and correct in all respects) as of such date or for such periodearlier date. (c) At the time of and immediately after giving effect to such Borrowing or the applicable Credit Extensiondate of issuance, amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default has shall have occurred and is be continuing. (d) After giving effect to any requested Loan, the Aggregate Revolving Credit Exposure does not exceed the Line Cap then in effect. Each Borrowing and each issuance, amendment or extension of a Letter of Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs clauses (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Second Amendment Effective Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension (other than any LC Reimbursement Loan) is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 2.03, or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, further, that any representation or 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 on such respective dates. (c) At the time of and immediately after giving effect to the applicable such Credit Extension, no Default or Event of Default has occurred and is continuing. (d) After giving effect to the Credit Extension, (i) the Borrowing Base is no less than the Total Revolving Credit Exposure and (ii) the North American Borrowing Base is no less than the Initial Revolving Credit Exposure. (e) After giving effect to the such Credit Extension, (i) the Total Revolving Credit Exposure does not exceed the Borrowing Base and (ii) in the case of any Revolving Loan or Letter of Credit, the Initial Revolving Credit Exposure does not exceed the North American Borrowing Base. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After the Closing Restatement Date, the obligation of each Revolving Lender or and each Issuing Bank Bank, as applicable, to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b) or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Restatement Date shall be deemed to constitute a representation and warranty by the Borrower Revolving Borrowers on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Incremental Amendment, Refinancing Amendment and/or Extension Amendment unless in each case the lenders Lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any a Credit Extension is subject to the satisfaction (or, except in the case of clause (a) below, waiver in accordance with Section 9.02) of the following conditions: (ia) In the case of any a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, which Borrowing Request shall include a signed written acknowledgment from Atairos Group, Inc. that (iix) Atairos Group, Inc. has approved such Borrowing (which approval, the parties agree and acknowledge, shall be in its sole and absolute discretion), and (y) certifying as to the aggregate amount of Available Capital Commitments under the Shareholders Agreement (each, as defined in the case Credit Support Provider Security Agreement) as of the issuance date of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)such Borrowing. (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall and the representations and warranties of the Credit Support Provider as set forth in the Credit Support Documents shall, in each case, be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided further that, during the Covenant Waiver Period, for purposes of this Section 4.02(b), as it pertains to the obligation of any Revolving Lender to make a Credit Extension, events and circumstances surrounding, and/or any matters or impacts arising from, related to, or in connection with, the outbreak and spread of the novel coronavirus known as COVID-19 shall not constitute, result in or otherwise have (or reasonably be expected to constitute, result in or otherwise have) a Material Adverse Effect of the type described in clause (b)(i) of the definition thereof, and in each case shall be disregarded. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has or Default shall have occurred and is be continuing and no “Pledgor Default” under and as defined in the Credit Support Provider Security Agreement shall have occurred and be continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)Section.

Each Credit Extension. After The Lenders and the Closing Date, the obligation of each Revolving Lender or Issuing Bank Banks shall not be required to make any Credit Extension is subject to a Borrower unless on the satisfaction applicable Credit Extension Date the following conditions are satisfied (it being acknowledged and agreed that conversions and continuations of Loans and Advances that do not result in an increase in the Aggregate Outstanding Credit Exposure shall not be deemed to constitute Credit Extensions for purposes of this Section 4.2, including the last sentence hereof): 4.2.1 There shall exist no Default or Unmatured Default with respect to such Borrower and no Default or Unmatured Default with respect to such Borrower shall result from such Credit Extension or from the use of the following conditions:proceeds thereof. 4.2.2 The representations and warranties of such Borrower contained in Article V (other than the representations and warranties set forth in Sections 5.5, 5.7 and 5.12, which shall only be made on the Restatement Effective Date) shall be true and correct (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case as of such Credit Extension Date except to the Loan Parties set forth extent any such representation or warranty is stated to relate solely to an earlier date, in this Agreement and the other Loan Documents which case such representation or warranty shall be have been true and correct in all material respects on and as of such earlier date. 4.2.3 In the date case of any such Credit Extension with to the same effect as though Borrowing Subsidiary, such representations and warranties had been made on and as of the date of Borrower shall have received all necessary regulatory approvals for such Credit Extension; provided, that Extension and the performance of its obligations with respect thereto. Each Borrowing Notice or request for the issuance of a Letter of Credit with respect to the extent that any representation and warranty specifically refers each such Credit Extension to a given date or period, it Borrower shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth contained in this Section 4.02 shall not apply Sections 4.2.1, 4.2.2 and, with respect to (A) any Incremental Loan and/or (B) any a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case to the lenders in respect thereof Borrowing Subsidiary, 4.2.3 have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After the Closing Restatement Effective Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)Request. (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates or for such periods. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Restatement Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02Section; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Revolving Loan made in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension (other than any LC Reimbursement Loan) is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 2.03, or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (br) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that (A) to the extent that any representation and warranty specifically refers to a given date or period, it shall be is true and correct in all material respects as of such date or for such period. period and (cB) At the time of if any such representation and immediately warranty is qualified by or subject to a Material Adverse Effect or other “materiality” qualification, such representation is true and correct (after giving effect to the applicable Credit Extension, no any qualification therein) in all respects. (s) No Event of Default or Event of Default has occurred and is continuingcontinuing or would result therefrom. (t) After giving effect to the Credit Extension, (i) the Borrowing Base is no less than the Total Revolving Credit Exposure, (ii) the US Borrowing Base is no less than the Initial US Revolving Credit Exposure and (iii) the Canadian Borrowing Base is no less than the Initial Canadian Revolving Credit Exposure. (u) After giving effect to the such Credit Extension, (i) the Total Revolving Credit Exposure does not exceed the Borrowing Base, (ii) in the case of any US Revolving Loan or US Letter of Credit, the Initial US Revolving Credit Exposure does not exceed the US Borrowing Base and (iii) in the case of any Canadian Revolving Loan or Canadian Letter of Credit, the Initial Canadian Revolving Credit Exposure does not exceed the Canadian Borrowing Base. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (bSections 4.02(b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility4.02(c).

Each Credit Extension. After The Lenders shall not (except as otherwise set forth in ‎Section 2.4(d) with respect to Revolving Loans for the Closing Date, the obligation purpose of each Revolving Lender or Issuing Bank repaying Swing Line Loans) be required to make any Credit Extension is (other than pursuant to a Conversion/Continuation Notice, which shall be subject only to clauses (a) and (c) below) unless on the satisfaction of the following conditionsapplicable Borrowing Date: (ia) In the case There exists no Default or Event of any BorrowingDefault, the Administrative Agent shall have received nor would a Borrowing Request as required by Section 2.03 Default or (ii) in the case Event of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Default result from such Credit Request as required by Section 2.05(b)Extension. (b) The representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents shall be ‎ARTICLE V are true and correct in all material respects on and as of (except to the date of any such Credit Extension with the same effect as though such extent already qualified by materiality, in which case said representations and warranties had been made on are true and correct in all respects) as of the date of such Credit Extension; provided, that Borrowing Date except to the extent that any such representation and or warranty specifically refers is stated to a given date relate solely to an earlier date, in which case such representation or period, it warranty shall be have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such date or for such periodearlier date. (c) At Following the time making of and immediately after giving effect to the applicable requested Credit Extension, no Default or Event the aggregate amount of Default has occurred and all Borrowing Base Debt would not exceed the Borrowing Base (determined as of the most recent Inventory Valuation Date). It is continuingnot a condition to each Credit Extension that the Borrower tender an updated Borrowing Base Certificate. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs Sections 4.2(a), (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)been satisfied.

Each Credit Extension. After the Closing Date, the theThe obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After The Lenders shall not (except as otherwise set out in Section 2.5.1 and Section 2.5.2 with respect to Revolving Loans for the Closing Date, the obligation purpose of each Revolving Lender or Issuing Bank repaying Swing Line Loans) be required to make any Credit Extension is subject to unless on the satisfaction of the following conditionsapplicable Credit Extension Date: (ia) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 There exists no Default or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)Unmatured Default. (b) The representations and warranties of the Loan Parties set forth contained in this Agreement Article V are true and the correct in all material respects (other Loan Documents than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all material respects on and respects) as of the date of any such Credit Extension with Date except to the same effect as though extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (other than those representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers are subject to a given date or periodmateriality qualifier, it which shall be true and correct in all material respects respects) on and as of such date or earlier date. With respect to any Borrower that is not a Material Subsidiary, the Lenders shall not (except as otherwise set out in Section 2.5.1 and Section 2.5.2 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension with respect to such period. (c) At the time of and immediately after giving effect to Borrower if, on the applicable Credit ExtensionExtension Date, no a Default or Event of Unmatured Default has occurred and is continuing. Each Credit Extension after the Closing Date would exist if such Borrower were a Material Subsidiary; provided that any such circumstance that would not otherwise constitute a Default or Unmatured Default under this Agreement shall not be deemed to be a Default or Unmatured Default or affect the Lenders’ Commitment to make Credit Extensions to the other Borrowers under this Agreement solely as a result of this paragraph. Each Borrowing Notice, Swing Line Borrowing Notice, or request for issuance of a Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower on Borrowers that the date thereof as to conditions contained in the matters specified in paragraphs preceding paragraph and Sections 4.2(a) and (b) and (c) of this Section 4.02; providedhave been satisfied. As a condition to making a Credit Extension, however, that the conditions set forth in this Section 4.02 shall not apply Administrative Agent may require the applicable Borrower to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction deliver a certificate from an Authorized Officer of the same in the applicable Incremental Facility AgreementParent, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed certifying that no Event of Default then exists or would exist after giving effect thereto such officer (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by a) has reviewed the terms of this Agreement, in Agreement and (b) has no knowledge of the existence of any condition or event which case, no Specified Event of Default then exists constitutes (or would exist after giving effect thereto at constitute, if the time applicable Borrower were a Material Subsidiary) a Default or Unmatured Default as of the borrowing date of any Incremental Facility)such certificate.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject solely to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit Request as required by Section 2.05(b2.05(a)(ii) or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a). (b) The representations and warranties of Holdings and the other Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, 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 on such respective dates. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that subject to Section 2.22 the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition, other Investment or irrevocable repayment, repurchase or redemption of Indebtedness and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility AgreementAmendment, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Parent Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as 120 ​ ​ [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] ​ applicable; it being understood and agreed no that no Event of Default then exists under Section 7.01(a), 7.01(f) or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto 7.01(g) shall be continuing at the time of the borrowing of any Incremental Facility)Loan.

Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender or Issuing Bank The Lenders shall not be required to make any Credit Extension is subject (including Swing Line Loans) other than an Advance or Swing Line Loan that, after giving effect thereto and to the satisfaction application of the following conditions:proceeds thereof, does not increase the aggregate amount of outstanding Advances (including Swing Line Loans) and Competitive Bid Loans and other than an extension, renewal or amendment of a Facility Letter of Credit that does not increase the face amount thereof, unless on the applicable Borrowing Date (or date of such Credit Extension): (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 There exists no Default or Unmatured Default; (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties contained in Article VI are true and correct as of such Borrowing Date (or date of such Credit Extension) with respect to the Loan Parties set forth General Partner, the Borrower and to any Subsidiary in this Agreement and existence (as applicable) on such Borrowing Date (or date of such Credit Extension), except to the other Loan Documents extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date provided that for those representations made to the date Borrower’s best knowledge, Borrower shall not be required to make any specific inquiry to determine the accuracy of any a representation and warranty as of a Borrowing Date, as long as such inquiry is made on a quarterly basis in connection with the delivery of its quarterly compliance certificate; and (iii) All legal matters incident to the making of such Advance (including Swing Line Loans) or Credit Extension shall be satisfactory to the Lenders and their counsel. Each Borrowing Notice or request for issuance of a Facility Letter of Credit with respect to each such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it (including Swing Line Loans) shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters specified conditions contained in paragraphs (bSections 5.2(i) and (cii) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of this Section 4.02Exhibit F hereto (including all schedules or exhibits) as a condition to making an Advance (including Swing Line Loans); provided, however, provided that the conditions set forth in this Section 4.02 calculations contained therein shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case be based on the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)most recent quarterly information available.

Each Credit Extension. After The Lenders shall not (except as otherwise set out in Section 2.5.1 and Section 2.5.2 with respect to Revolving Loans for the Closing Date, the obligation purpose of each Revolving Lender or Issuing Bank repaying Swing Line Loans) be required to make any Credit Extension is subject to unless on the satisfaction of the following conditionsapplicable Credit Extension Date: (ia) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 There exists no Default or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)Unmatured Default. (b) The representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents shall be Article V are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in all material respects which case such representation or warranty shall have been true and correct on and as of such earlier date. With respect to any Borrower that is not a Material Subsidiary, the date Lenders shall not (except as otherwise set out in Section 2.5.1 and Section 2.5.2 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension with respect to such Borrower if, on the applicable Credit Extension Date, a Default or Unmatured Default would exist if such Borrower were a Material Subsidiary; provided that any such circumstance that would not otherwise constitute a Default or Unmatured Default under this Agreement shall not be deemed to be a Default or Unmatured Default or affect the Lenders' Commitment to make Credit Extensions to the other Borrowers under this Agreement solely as a result of this paragraph. Each Borrowing Notice, Swing Line Borrowing Notice, or request for issuance of a Facility LC, as the case may be, with respect to each such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on Borrowers that the date thereof as to conditions contained in the matters specified in paragraphs preceding paragraph and Sections 4.2(a) and (b) and (c) of this Section 4.02; providedhave been satisfied. As a condition to making a Credit Extension, however, that the conditions set forth in this Section 4.02 shall not apply Administrative Agent may require the applicable Borrower to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction deliver a certificate from an Authorized Officer of the same in the applicable Incremental Facility AgreementParent, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed certifying that no Event of Default then exists or would exist after giving effect thereto such officer (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by a) has reviewed the terms of this Agreement, in Agreement and (b) has no knowledge of the existence of any condition or event which case, no Specified Event of Default then exists constitutes (or would exist after giving effect thereto at constitute, if the time applicable Borrower were a Material Subsidiary) a Default or Unmatured Default as of the borrowing date of any Incremental Facility)such certificate.

Each Credit Extension. After the Closing Date, the The obligation of each Revolving Lender or Issuing Bank to make any Loan or issue, amend, renew or extend any Letter of Credit Extension is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (iia) in the case of the issuance of any a Letter of Credit, the applicable Issuing Bank and receipt by the Administrative Agent shall have received of a notice of issuance, amendment, renewal or extension, as the case may be, with respect to such Letter of Credit Request Credit, as required by Section 2.05(b2.01(b)., or, in the case of a Borrowing, receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.05(a); (b) The immediately before and after issuance, amendment, renewal or extension of such Letter of Credit or such Loan no Default or Event of Default shall have occurred and be continuing; (c) the representations and warranties (other than the representations and warranties in Sections 4.04(d), Section 4.05 and with respect to the covenant in 5.10(b)) of the Loan Parties set forth applicable Obligors contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such issuance, amendment or extension of such Letter of Credit Extension with the same effect as though or such Loan (except that such representations and warranties had which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (d) solely with respect to the obligation of the GBSA Bank to make any Loan or issue, amend, renew or extend any Letter of Credit, the Obligors shall be in compliance with the covenant in Section 5.10(b) in all material respects on and as of the date of such issuance, amendment, renewal or extension of such Letter of Credit Extensionor such Loan; provided, for the avoidance of doubt, that the failure of this Section 3.01(d) to be satisfied shall not excuse any Bank (other than the GBSA Bank) from such Bank’s obligation to make any Loan or issue, amend, renew or extend any Letter of Credit to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct the other conditions set forth in all material respects as of such date or for such period. (c) this Section 3.01 are satisfied. At the time a GBSA Bank does not make any Loan or issue, amend, renew or extend any Letter of Credit solely due to failure of the Obligors to satisfy this Section 3.01(d), such GBSA Bank shall be treated as a Defaulting Bank as set forth in Section 2.17. The making of any Loan and immediately after giving effect to the applicable each issuance, amendment, renewal or extension of a Letter of Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date hereunder shall be deemed to constitute be a representation and warranty by the Borrower Company on the date thereof of such issuance, amendment, renewal or extension or Loan, as the case may be, as to the matters satisfaction of the conditions specified in paragraphs clauses (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility)3.01.

Each Credit Extension. After The Lenders shall not (except as otherwise set out in Section 2.5.1 and Section 2.5.3 with respect to Revolving Loans for the Closing Date, the obligation purpose of each Revolving Lender or Issuing Bank repaying Swing Line Loans) be required to make any Credit Extension is subject to unless on the satisfaction of the following conditionsapplicable Credit Extension Date: (ia) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 There exists no Default or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b)Unmatured Default. (b) The representations and warranties of contained in Article V (other than the Loan Parties representations and warranties set forth in this Agreement Section 5.6) are true and the correct in all material respects (other Loan Documents than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all material respects on and respects) as of the date of any such Credit Extension with Date except to the same effect as though extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (other than those representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers are subject to a given date or periodmateriality qualifier, it which shall be true and correct in all material respects respects) on and as of such date or earlier date. With respect to any Borrower that is not a Material Subsidiary, the Lenders shall not (except as otherwise set out in Section 2.5.1 and Section 2.5.3 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension with respect to such period. (c) At the time of and immediately after giving effect to Borrower if, on the applicable Credit ExtensionExtension Date, no a Default or Event of Unmatured Default has occurred and is continuing. Each Credit Extension after the Closing Date would exist if such Borrower were a Material Subsidiary; provided that any such circumstance that would not otherwise constitute a Default or Unmatured Default under this Agreement shall not be deemed to be a Default or Unmatured Default or affect the Lenders’ Commitment to make Credit Extensions to the other Borrowers under this Agreement solely as a result of this paragraph. Each Borrowing Notice, Swing Line Borrowing Notice or request for issuance of a Facility LC, as the case may be, with respect to each such Credit Extension (other than to the extent constituting a conversion or continuation) shall constitute a representation and warranty by the Borrower on Borrowers that the date thereof as to conditions contained in the matters specified in paragraphs preceding paragraph and Sections 4.2(a) and (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply have been satisfied. As a condition to (A) any Incremental Loan and/or (B) any making a Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case (other than to the lenders in respect thereof have required satisfaction extent constituting a conversion or continuation), the Administrative Agent may require the applicable Borrower to deliver a certificate from an Authorized Officer of the same in the applicable Incremental Facility AgreementParent, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed certifying that no Event of Default then exists or would exist after giving effect thereto such officer (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by a) has reviewed the terms of this Agreement, in Agreement and (b) has no knowledge of the existence of any condition or event which case, no Specified Event of Default then exists constitutes (or would exist after giving effect thereto at constitute, if the time applicable Borrower were a Material Subsidiary) a Default or Unmatured Default as of the borrowing date of any Incremental Facility)such certificate.