Common use of Each Borrowing Clause in Contracts

Each Borrowing. The occurrence of the Initial Borrowing Date and the obligation of the Banks to make each Loan hereunder (including Loans made on the Initial Borrowing Date) is subject at the time of such Loan to the satisfaction of the following conditions: (a) the fact that the Restatement Effective Date shall have occurred; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2; (c) the fact that, immediately after any Borrowing of Loans, the aggregate principal amount of all Loans of a particular Tranche made hereunder will not exceed the aggregate amount of the Commitments in effect with respect to such Tranche (or, in the case of Term Loans, the respective Commitment with respect to such Tranche of Term Loans immediately prior to giving effect to the reduction of the Commitments pursuant to Section 2.8(B)(a)); (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct on and as of the date of such Borrowing; (f) with respect to the transactions contemplated by the Credit Agreement, the Pledge Agreements, the Security Agreement and the Canadian Security Documents, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of; each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect; and (g) The Security Documents shall be in full force and effect, the Collateral Agent shall have a first priority perfected security interest in all assets of the Borrowers and their respective Subsidiaries purported to be covered thereby, and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Security Agreement and the Canadian Security Documents in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Assigned Collateral covered by the Security Agreement and the Canadian Security Documents (except, in respect of the Canadian Security Documents, such filings with (x) Canadian trademark authorities to the extent the filing thereof is separately contemplated by the undertaking dated the Original Effective Date) and (y) land registry offices in connection with leased premises with respect to which landlord consent has not been obtained) and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made. Each Borrowing hereunder shall be deemed to be a representation and warranty by the respective Borrowers on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (g) and (f) of this Section.

Each Borrowing. The occurrence of the Initial Borrowing Date and the obligation of the Banks to make each Loan hereunder (including Loans made on the Initial Borrowing Date) is subject at the time of such Loan to the satisfaction of the following additional conditions: (a) the fact that the Restatement Effective Date shall have occurred; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2; (c) the fact that, immediately after any Borrowing of Loans, the aggregate principal amount of all Loans of a particular Tranche made hereunder will not exceed the aggregate amount of the Commitments in effect with respect to such Tranche (or, in the case of Term Loans, the respective Commitment with respect to such Tranche of Term Loans immediately prior to giving effect to the reduction of the Commitments pursuant to Section 2.8(B)(a)); (db) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (ec) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing;Borrowing (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date); and (fd) with respect to the transactions contemplated by the Credit this Agreement, the Pledge Agreements, the Security Agreement and the Canadian Security Documents, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of; , each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect; and (g) The Security Documents shall , except where the failure to obtain such consent, qualification or other item could not reasonably be in full force and effect, the Collateral Agent shall expected to have a first priority perfected security interest in all assets of the Borrowers and their respective Subsidiaries purported to be covered thereby, and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Security Agreement and the Canadian Security Documents in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Assigned Collateral covered by the Security Agreement and the Canadian Security Documents (except, in respect of the Canadian Security Documents, such filings with (x) Canadian trademark authorities to the extent the filing thereof is separately contemplated by the undertaking dated the Original Effective Date) and (y) land registry offices in connection with leased premises with respect to which landlord consent has not been obtained) and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or madeMaterial Adverse Effect. Each Borrowing hereunder shall be deemed to be a representation and warranty by the respective Borrowers Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), and (d), (e), (g) and (f) of this Section. No Bank shall have any obligation to make a Loan hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the exclusive benefit of the Administrative Agent and the Banks. In the event that any one more Banks makes available its Loan at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto have not been satisfied in whole or in part, such waiver shall not operate to waive the right of the Administrative Agent and the Banks to require strict compliance thereafter.

Each Borrowing. The occurrence of the Initial Borrowing Date and the obligation of the Banks to make each Loan hereunder (including Loans made on the Initial Borrowing Date) is subject at the time of such Loan to the satisfaction of the following conditions: (a) the fact that the Restatement Effective Date shall have occurred; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2; (c) the fact that, immediately after any Borrowing of Loans, the aggregate principal U.S. Dollar Equivalent amount of all Loans of a particular Tranche made hereunder will not exceed the aggregate amount of the Commitments in effect with respect to such Tranche (or, in the case of Term Loans, the respective Commitment with respect to such Tranche of Term Loans immediately prior to giving effect to the reduction of the Commitments pursuant to Section 2.8(B)(a))effect; (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing; (f) with respect to the transactions contemplated by the Credit Agreement, the Pledge Agreements, the Security Agreement and the Canadian Security Documents, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of; , each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect; and; (g) The the Security Documents shall be in full force and effect, the Collateral Agent shall have a first priority perfected security interest in all assets of the Borrowers and their respective Subsidiaries purported to be covered therebythereby (subject to the exceptions set forth therein and in Sections 6.19 and 10.1(a) hereof), and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Security Agreement and the Canadian Security Documents in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Assigned Collateral covered by the Security Agreement and the Canadian Security Documents (except, in respect of the Canadian Security Documents, such filings with (w) Quebec filing offices to the extent the value of Collateral located therein at any one time does not exceed U.S. $2,000,000 in the aggregate, (x) the Ontario PPSA filing office to the extent the Ontario Public Service Employees’ Union strike prevents the filing thereof, (y) Canadian trademark authorities to the extent the filing thereof is separately contemplated by the undertaking dated the Original Effective Date) , and (yz) land registry offices in connection with leased premises with respect to which landlord consent has not been obtained) and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made; and (h) in the case of a Borrowing in U.S. Dollars, the revolving loan commitments outstanding under the Related Credit Agreement shall be fully drawn and there shall be no unused revolving loan commitments outstanding thereunder. Each Borrowing hereunder shall be deemed to be a representation and warranty by the respective Borrowers on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (f), (g) ), and (fh) of this Section.

Each Borrowing. The occurrence of the Initial Borrowing Date and the obligation of the Banks to make each Loan hereunder (including Loans made on the Initial Borrowing Date) and of any Letter of Credit Issuer to issue or amend each Letter of Credit is subject at the time of such Loan or issuance or amendment of such Letter of Credit to the satisfaction of the following conditions: (a) the fact that satisfaction of the Restatement Effective Date shall have occurredconditions set forth in Section 3.1; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2; (c) the fact that, immediately after any Borrowing of Loans, the aggregate principal amount of all Loans of a particular Tranche made hereunder plus the Letter of Credit Outstandings will not exceed the aggregate amount of the Total Commitments in effect with respect to such Tranche (or, in the case of Term Loans, the respective Commitment with respect to such Tranche of Term Loans immediately prior to giving effect to the reduction of the Commitments pursuant to Section 2.8(B)(a))effect; (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing; (f) none of the Banks nor the Administrative Agent shall have received any order or demand in respect of the Borrower under Section 224(1.1) of the Income Tax Act (Canada) or similar federal or provincial statute; (g) with respect to the transactions contemplated by the Credit Agreement, Agreement and the Pledge Agreements, the Security Agreement and the Canadian Security Documents, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of; , each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect, except where the failure to obtain such consent, qualification or other item could not reasonably be expected to have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole; and (gh) The Security Documents the Pledge Agreements shall be in full force and effect, the Collateral Agent shall have a first priority perfected security interest in all assets of the Borrowers ADSC and their respective its Subsidiaries purported to be covered therebythereby (subject to the exceptions set forth therein and in Sections 6.18 and 10.1(a) of the U.S. Credit Agreements), and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Security Agreement and the Canadian Security Documents Pledge Agreements in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Assigned Collateral collateral purposed to be covered by the Security Agreement and the Canadian Security Documents (except, in respect of the Canadian Security Documents, such filings with (x) Canadian trademark authorities to the extent the filing thereof is separately contemplated by the undertaking dated the Original Effective Date) and (y) land registry offices in connection with leased premises with respect to which landlord consent has not been obtained) thereby and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made. Each Borrowing hereunder shall be deemed to be a representation and warranty by the respective Borrowers Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (g) and (fh) of this Section.

Each Borrowing. The occurrence of the Initial Borrowing Date and the obligation of the Banks to make each Loan hereunder (including Loans made on the Initial Borrowing Date) and of any Letter of Credit Issuer to issue or amend each Letter of Credit is subject at the time of such Loan or issuance or amendment of such Letter of Credit to the satisfaction of the following conditions: (a) the fact that satisfaction of the Restatement Effective Date shall have occurredconditions set forth in Section 3.1; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2; (c) the fact that, immediately after any Borrowing of Loans, the aggregate principal amount of all Loans of a particular Tranche made hereunder plus the Letter of Credit Outstandings will not exceed the aggregate amount of the Total Commitments in effect with respect to such Tranche (or, in the case of Term Loans, the respective Commitment with respect to such Tranche of Term Loans immediately prior to giving effect to the reduction of the Commitments pursuant to Section 2.8(B)(a))effect; (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing; (f) with respect to the transactions contemplated by the Credit Agreement, Agreement and the Pledge Agreements, the Security Agreement and the Canadian Security Documents, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of; , each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect, except where the failure to obtain such consent, qualification or other item could not reasonably be expected to have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole; and (g) The Security Documents the Pledge Agreements shall be in full force and effect, the Collateral Agent shall have a first priority perfected security interest in all assets of the Borrowers Borrower and their respective its Subsidiaries purported to be covered therebythereby (subject to the exceptions set forth therein and in Sections 6.18 and 10.1(a) hereof), and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Security Agreement and the Canadian Security Documents Pledge Agreements in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Assigned Collateral collateral purposed to be covered by the Security Agreement and the Canadian Security Documents (except, in respect of the Canadian Security Documents, such filings with (x) Canadian trademark authorities to the extent the filing thereof is separately contemplated by the undertaking dated the Original Effective Date) and (y) land registry offices in connection with leased premises with respect to which landlord consent has not been obtained) thereby and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made. Each Borrowing hereunder shall be deemed to be a representation and warranty by the respective Borrowers Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (gf) and (fg) of this Section.. No Bank shall have any obligation to make a Loan hereunder and no Letter of Credit Issuer shall have any obligation to issue a Letter of Credit hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the exclusive benefit of the Administrative Agent and the Banks. In the event that any one more Banks makes available a Loan or any one or more Letter of Credit Issuers issues a Letter of Credit at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto have not been

Each Borrowing. The occurrence of the Initial Borrowing Date and the obligation of the Banks to make each Loan hereunder (including Loans made on the Initial Borrowing Date) is subject at the time of such Loan to the satisfaction of the following conditions: (a) the fact that satisfaction of the Restatement Effective Date shall have occurredconditions set forth in Section 3.1; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2; (c) the fact that, immediately after any Borrowing of Loans, the aggregate principal amount of all Loans of a particular Tranche made hereunder will not exceed the aggregate amount of the Total Commitments in effect with respect to such Tranche (or, in the case of Term Loans, the respective Commitment with respect to such Tranche of Term Loans immediately prior to giving effect to the reduction of the Commitments pursuant to Section 2.8(B)(a))effect; (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing; (f) with respect to the transactions contemplated by the Credit Agreement, Agreement and the Pledge Agreements, the Security Agreement and the Canadian Security Documents, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of; , each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect, except where the failure to obtain such consent, qualification or other item could not reasonably be expected to have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole; and (g) The Security Documents the Pledge Agreements shall be in full force and effect, the Collateral Agent shall have a first priority perfected security interest in all assets of the Borrowers Borrower and their respective its Subsidiaries purported to be covered therebythereby (subject to the exceptions set forth therein and in Sections 6.18 and 10.1(a) hereof), and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Security Agreement and the Canadian Security Documents Pledge Agreements in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Assigned Collateral collateral purposed to be covered by the Security Agreement and the Canadian Security Documents (except, in respect of the Canadian Security Documents, such filings with (x) Canadian trademark authorities to the extent the filing thereof is separately contemplated by the undertaking dated the Original Effective Date) and (y) land registry offices in connection with leased premises with respect to which landlord consent has not been obtained) thereby and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made. Each Borrowing hereunder shall be deemed to be a representation and warranty by the respective Borrowers Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (gf) and (fg) of this Section.

Each Borrowing. The occurrence of the Initial Borrowing Date and the obligation of the Banks to make each Loan hereunder (including Loans made on the Initial Borrowing Date) and of any Letter of Credit Issuer to issue or amend each Letter of Credit is subject at the time of such Loan or issuance or amendment of such Letter of Credit to the satisfaction of the following conditions: (a) the fact that satisfaction of the Restatement Effective Date shall have occurredconditions set forth in Section 3.1; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2; (c) the fact that, immediately after any Borrowing of Revolving Loans, the aggregate principal amount Original Dollar Amount of all Revolving Loans of a particular Tranche made hereunder plus the U.S. Dollar Equivalent of all Swing Loans and Letter of Credit Outstandings will not exceed the aggregate amount of the Total Revolving Credit Commitments in effect with respect to such Tranche (or, in the case of Term Loans, the respective Commitment with respect to such Tranche of Term Loans immediately prior to giving effect to the reduction of the Commitments pursuant to Section 2.8(B)(a))effect; (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing;Borrowing (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date); and (f) with respect to the transactions contemplated by the Credit Agreement, the Pledge Agreements, the Security Agreement and the Canadian Security Documents, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of; , each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect; and (g) The Security Documents shall , except where the failure to obtain such consent, qualification or other item could not reasonably be in full force and effect, the Collateral Agent shall expected to have a first priority perfected security interest in all assets of the Borrowers and their respective Subsidiaries purported to be covered thereby, and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Security Agreement and the Canadian Security Documents in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Assigned Collateral covered by the Security Agreement and the Canadian Security Documents (except, in respect of the Canadian Security Documents, such filings with (x) Canadian trademark authorities to the extent the filing thereof is separately contemplated by the undertaking dated the Original Effective Date) and (y) land registry offices in connection with leased premises with respect to which landlord consent has not been obtained) and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or madeMaterial Adverse Effect. Each Borrowing hereunder shall be deemed to be a representation and warranty by the respective Borrowers Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (g) and (f) of this Section. No Bank shall have any obligation to make a Loan hereunder and no Letter of Credit Issuer shall have any obligation to issue a Letter of Credit hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the exclusive benefit of the Administrative Agent, Co-Administrative Agents and the Banks. In the event that any one more Banks makes available a Loan or any one or more Letter of Credit Issuers issues a Letter of Credit at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto have not been satisfied in whole or in part, such waiver shall not operate as to waive the right of the Administrative Agent, Co-Administrative Agents, the Banks and the Letter of Credit Issuers to require strict compliance thereafter.