Common use of Subsequent Draws Clause in Contracts

Subsequent Draws. The obligation of each Lender hereunder to fund any draw under the Notes subsequent to the Fifth Restatement Closing Date is subject to the satisfaction, at the funding date thereof, of each of the following conditions: (a) Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Fifth Restatement [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Closing Date (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date). (b) No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default shall have occurred and be continuing or would result after giving effect to such draw. (c) After giving effect to such draw or issuance, as applicable, (i) the aggregate outstanding principal amount of the First Out Notes would not exceed the Maximum First Out Note Balance, (ii) with respect to a draw under the US Term Notes, the aggregate outstanding principal amount of the US Term Notes would not exceed the Maximum US Term Note Balance, (iii) with respect to a draw under the UK Term Notes, the aggregate outstanding principal amount of the UK Term Notes would not exceed the Maximum UK Term Note Balance and (iv) with respect to a draw under the Fourth Tranche US Last Out Term Notes, the aggregate outstanding principal amount of the Fourth Tranche US Last Out Term Notes would not exceed the Maximum Fourth Tranche US Last Out Term Note Commitment. (d) The funding date shall be a Permitted Draw Date. (e) After giving effect to such draw, the Debt-to-Equity Ratio of each Borrower shall not be more than 9-to-1. (f) The Credit Parties shall have paid or reimbursed the Agent and the Lenders and Holders for all costs and expenses required to be paid or reimbursed by them on the Permitted Draw Date in accordance with Section 8.22 hereof. (g) Except in connection with a draw under the Fourth Tranche US Last Out Term Notes, the Credit Parties shall have delivered a Borrowing Base Certificate, certified on behalf of the Borrowers by the chief financial officer of the Borrower Representative (or other authorized executive officer performing a similar function), setting forth the Borrowing Base of the Borrowers as of a date no earlier than the end of the most recently ended fiscal month and no later than the day immediately preceding the funding date. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any additional draw under the Notes made after the Fifth Restatement Closing Date shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrowers that the conditions in this Section 5.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of the Lenders and the Holders, pursuant to the Transaction Documents.

Subsequent Draws. The obligation of each Lender hereunder to fund any draw under the Notes subsequent to the Fifth Restatement Closing Date is subject to the satisfaction, at the funding date thereof, of each of the following conditions: (a) Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Fifth Restatement [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Closing Date (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date). (b) No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default shall have occurred and be continuing or would result after giving effect to such draw. (c) After giving effect to such draw or issuance, as applicabledraw, (i) the aggregate outstanding principal amount of the First Out Notes would not exceed the Maximum First Out Note Balance, (ii) with respect to a draw under the US Term Notes, the aggregate outstanding principal amount of the US Term Notes would not exceed the Maximum US Term Note Balance, Commitment and (iii) with respect to a draw under the UK Term Notes, the aggregate outstanding principal amount of the UK Term Notes would not exceed the Maximum UK Term Note Balance and (iv) with respect to a draw under the Fourth Tranche US Last Out Term Notes, the aggregate outstanding principal amount of the Fourth Tranche US Last Out Term Notes would not exceed the Maximum Fourth Tranche US Last Out Term Note Commitment. (d) The funding date shall be a Permitted Draw Date. (e) After giving effect to such draw, the Debt-to-Equity Ratio of each Borrower shall not be more than 9-to-1. (f) The Credit Parties shall have paid or reimbursed the Agent and the Lenders and Holders for all costs and expenses required to be paid or reimbursed by them on the Permitted Draw Date in accordance with Section 8.22 hereof. (g) Except in connection with a draw under the Fourth Tranche US Last Out Term Notes, the The Credit Parties shall have delivered a Borrowing Base Certificate, certified on behalf of the Borrowers by the chief financial officer of the Borrower Representative (or other authorized executive officer performing a similar function), setting forth the Borrowing Base of the Borrowers as of a date no earlier than the end of the most recently ended fiscal month and no later than the day immediately preceding the funding date. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any additional draw under the Notes made after the Fifth Restatement Closing Date shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrowers that the conditions in this Section 5.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of the Lenders and the Holders, pursuant to the Transaction Documents. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Subsequent Draws. The obligation of each Lender hereunder to fund any draw under the Notes subsequent to the Fifth Restatement Closing Date is subject to the satisfaction, at the funding date thereof, of each of the following conditions: (a) Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Fifth Restatement [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Closing Date (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date). (b) No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default shall have occurred and be continuing or would result after giving effect to such draw. (c) After giving effect to such draw or issuance, as applicable, (i) the aggregate outstanding principal amount of the First Out Notes would not exceed the Maximum First Out Note Balance, (ii) with respect to a draw under the US Term Notes, the aggregate outstanding principal amount of the US Term Notes would not exceed the Maximum US Term Note Balance, (iii) with respect to a draw under the UK Term Notes, the aggregate outstanding principal amount of the UK Term Notes would not exceed the Maximum UK Term Note Balance and (iv) with respect to a draw under the Fourth Tranche US Last Out Term Notes, the aggregate outstanding principal amount of the Fourth Tranche US Last Out Term Notes would not exceed the Maximum Fourth Tranche US Last Out Term Note Commitment. (d) The funding date shall be a Permitted Draw Date. (e) After giving effect to such draw, the Debt-to-Equity Ratio of each Borrower shall not be more than 9-to-1. (f) The Credit Parties shall have paid or reimbursed the Agent and the Lenders and Holders for all costs and expenses required to be paid or reimbursed by them on the Permitted Draw Date in accordance with Section 8.22 hereof. (g) Except in connection with a draw under the Fourth Tranche US Last Out Term Notes, the Credit Parties shall have delivered a Borrowing Base Certificate, certified on behalf of the Borrowers by the chief financial officer of the Borrower Representative (or other authorized executive officer performing a similar function), setting forth the Borrowing Base of the Borrowers as of a date no earlier than the end of the most recently ended fiscal month and no later than the day immediately preceding the funding date. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any additional draw under the Notes made after the Fifth Restatement Closing Date shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrowers that the conditions in this Section 5.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of the Lenders and the Holders, pursuant to the Transaction Documents.

Subsequent Draws. The obligation of each Lender hereunder to fund any draw under the Notes Note subsequent to the Fifth Restatement Closing Date Date, but prior to the end of the Draw Period, is subject to the satisfaction, at the funding date thereof, of each of the following conditions:: 15651.048 4835-8083-6858.11 33 (a) Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Fifth Restatement [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Closing Date (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date). (b) No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default shall have occurred and be continuing or would result after giving effect to such draw. (c) After giving effect to such draw or issuance, as applicable, (i) the aggregate outstanding principal amount of the First Out Notes Note would not exceed the Maximum First Out Note Balance, (ii) with respect to a draw under the US Term Notes, the aggregate outstanding principal amount of the US Term Notes would not exceed the Maximum US Term Note Balance, (iii) with respect to a draw under the UK Term Notes, the aggregate outstanding principal amount of the UK Term Notes would not exceed the Maximum UK Term Note Balance and (iv) with respect to a draw under the Fourth Tranche US Last Out Term Notes, the aggregate outstanding principal amount of the Fourth Tranche US Last Out Term Notes would not exceed the Maximum Fourth Tranche US Last Out Term Note Commitment. (d) The funding date shall be a Permitted Draw Date. (e) After giving effect to such draw, the Debt-to-Equity Ratio of each Borrower shall not be more than 9-to-1. (f) The Credit Parties shall have paid or reimbursed the Agent and the Lenders and Holders Lender for all costs and expenses required to be paid or reimbursed by them on the Permitted Draw Date in accordance with Section 8.22 hereof6.22. (gf) Except in connection with a draw under the Fourth Tranche US Last Out Term Notes, the Credit Parties Borrower shall have delivered a Borrowing Base Certificate, certified on behalf of the Borrowers Borrower by the chief financial officer of the Borrower Representative (or other authorized executive officer performing a similar function), setting forth the Borrowing Base of the Borrowers Borrower as of a date no earlier than the end of the most recently ended fiscal month and no later than the day immediately preceding the funding date. The request by the Borrower Representative and acceptance by the Borrowers Borrower of the proceeds of any additional draw under the Notes Note made after the Fifth Restatement Closing Date shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrowers Borrower that the conditions in this Section 5.2 4.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of the Lenders and the HoldersLender, pursuant to the Transaction Documents.

Subsequent Draws. The obligation of each Lender hereunder to fund any draw under the Notes subsequent to the Fifth Fourth Restatement Closing Date is subject to the satisfaction, at the funding date thereof, of each of the following conditions: (a) Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Fifth Fourth Restatement Closing Date (in which event such representations and warranties shall be true and correct in all material respects (without duplication of [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Closing Date (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date). (b) No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default shall have occurred and be continuing or would result after giving effect to such draw. (c) After giving effect to such draw or issuance, as applicable, (i) the aggregate outstanding principal amount of the First Out Notes would not exceed the Maximum First Out Note Balance, (ii) with respect to a draw under the US Term Notes, the aggregate outstanding principal amount of the US Term Notes would not exceed the Maximum US Term Note BalanceCommitment, (iii) with respect to a draw under the UK Term Notes, the aggregate outstanding principal amount of the UK Term Notes would not exceed the Maximum UK Commitment, (iv) with respect to a draw under the UK Term Note Balance Notes (USD), the aggregate outstanding principal amount of the UK Term Notes (USD) would not exceed the Maximum UK Term Notes Commitment (USD), (v) with respect to a draw under the UK Term Notes (GBP), the aggregate outstanding principal amount of the UK Term Notes (GBP) would not exceed the Maximum UK Term Notes Commitment (GBP), and (ivvi) with respect to a draw under the Fourth Tranche US Last Out Term Notes, the aggregate outstanding principal amount of the Fourth Tranche US Last Out Term Notes would not exceed the Maximum Fourth Tranche US Last Out Term Note Commitment. (d) The funding date shall be a Permitted Draw Date. (e) After giving effect to such draw, the Debt-to-Equity Ratio of each Borrower (other than EF SPV) shall not be more than 9-to-1. (f) The Credit Parties shall have paid or reimbursed the Agent and the Lenders and Holders for all costs and expenses required to be paid or reimbursed by them on the Permitted Draw Date in accordance with Section 8.22 hereof. (g) Except in connection with a draw under the Fourth Tranche US Last Out Term Notes, the Credit Parties shall have delivered a Borrowing Base Certificate, certified on behalf of the Borrowers by the chief financial officer of the Borrower Representative (or other authorized executive officer performing a similar function), setting forth the Borrowing Base of the Borrowers as of a date no earlier than the end of the most recently ended fiscal month and no later than the day immediately preceding the funding date. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any additional draw under the Notes made after the Fifth Fourth Restatement Closing Date shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrowers that the conditions in this Section 5.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of the Lenders and the Holders, pursuant to the Transaction Documents.