Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).

Each Credit Event. The obligation of each Lender Each Credit Event and any credit extension pursuant to make a Loan on the occasion of any Borrowing (other than any conversion Sections 2.22 or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, 2.23 is subject to receipt of the request therefor satisfaction (or waiver in accordance herewith and to the satisfaction with Section 9.08) of the following conditionsconditions on the date of such Credit Event: (a) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (b) The applicable representations and warranties of each Loan Party set forth which is a party to any Loan Document on the date of such Credit Event which are contained in (i) Article III of this Agreement or (ii) any other Loan Document in effect on the Loan Documents date of such Credit Event 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 respects on and as of the date of such Borrowing or Credit Event; provided, that, to the date of issuanceextent that such representations and warranties specifically refer to an earlier date, amendment, renewal or extension they shall be true and correct in all material respects as of such Letter of Creditearlier date; provided, as applicablefurther, except in the case of that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct (after giving effect to any qualification therein) in all respects on and as such date of such prior Credit Event or such earlier date., as applicable; (bc) At the time of and immediately after giving effect to such Borrowing Credit Event no Event of Default or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.; (cd) After giving effect to such Borrowing or the issuanceClosing Date, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment no Subsidiary shall have been designated as an Unrestricted Subsidiary, and (ii) no Indebtedness, Liens, Investments or Restricted Payments shall have been incurred or made after the Borrowing Base. On Closing Date in reliance on any of the Shut-Off Baskets (other than Indebtedness (and Liens securing such Indebtedness) the Net Proceeds of which are used to reduce the Term Loan Commitments or prepay Term Loans in accordance with Sections 2.08(a) and 2.11(b), as applicable); and (e) The Agents and Arranger, as applicable, shall have received all fees due and payable thereto or to any Lender on or prior to the date of any Borrowing such Credit Event and, to the extent invoiced at least three (other than any conversion 3) Business Days prior to the date of such Credit Event, reimbursement or continuation payment of any Loan) or all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel to the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA Administrative Agent and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (aArranger), (b) and (c) in each case, required to be reimbursed or paid by the Loan Parties hereunder under this Agreement on or prior to the date of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Credit Event.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Loan), Lender outstanding) and of each the Issuing Bank Lender to issue, amend to increase the amount thereofamend, renew or extend any a Letter of CreditCredit (each such event, a “Credit Event”) on any date is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Company set forth in this Agreement (other than those set forth in Sections 3.5(b) and 3.6(a) on any date other than the Loan Documents Effective Date) shall be true and correct in all material respects (i) in the case of the provided that such representations and warranties qualified as to materiality, in all respects materiality shall be true and (iicorrect) otherwise, in all material respects, in each case on and as of the date of such Borrowing or Credit Event with the date of issuance, amendment, renewal or extension same effect as though made on and as of such Letter of Credit, as applicabledate, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior an earlier date, in which case such representation those representations and warranty shall warranties will be so true and correct on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After At the time of and immediately after giving effect to such Borrowing (and the use of the proceeds thereof) or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Aggregate Revolving Total Exposure Company shall not exceed be in compliance with the lesser Consolidated Leverage Ratio set forth in Section 5.13(a). Such pro forma Consolidated Leverage Ratio shall be calculated using Consolidated EBITDA for the most recent period of (i) the Aggregate Revolving Commitment four consecutive fiscal quarters ended prior to such date for which financial statements are available. Each Borrowing and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereofamendment, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Company on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Credit Party set forth in this Agreement and the other Loan Documents 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 respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Borrowing Base Deficiency exists or would be caused thereby. (d) At the Aggregate Revolving Total Exposure shall not exceed the lesser time of (i) the Aggregate Revolving Commitment and (ii) the immediately after giving effect to such Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereofamendment, renewal or extension of any such Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall as applicable, no event or circumstance which could reasonably be deemed expected to have represented a Material Adverse Effect shall have occurred. Each Borrowing and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrowers on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01paragraphs (a), 2.04(a(b), (c) or 2.06(b)and (d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (cb) After at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Aggregate Revolving Total Exposure Loan Documents shall not exceed the lesser be true and correct in all material respects (other than those representations and warranties that are expressly qualified by an Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), on and as of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; and (c) the Borrower shall have delivered the required Notice of Borrowing. In addition to the other than conditions precedent herein set forth, if any conversion Revolving Lender is a Defaulting Lender or continuation a Potential Defaulting Lender at the time of any Loan) and immediately after giving effect to such Borrowing or the issuance, amendment to increase the amount thereofamendment, renewal or extension of any such Letter of Credit, ▇▇▇▇▇▇ USA as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Borrowers Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated by any combination satisfactory to the Issuing Bank or the Swingline Lender, as the case may be, of the following: (i) in the case of a Defaulting Lender, the LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the Non-Defaulting Lenders as provided in Section 2.26(a)(1); and (ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.26(a)(2), the Borrower Cash Collateralizes its reimbursement obligations in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided, however, that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (cb) After at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Aggregate Revolving Total Exposure Loan Documents shall not exceed the lesser of (i) the Aggregate Revolving Commitment be true and (ii) the Borrowing Base. On the date of any Borrowing correct in all material respects (other than any conversion those representations and warranties that are expressly qualified by a Material Adverse Effect or continuation of any Loan) or the issuanceother materiality, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA in which case such representations and the Borrowers warranties shall be deemed to have represented true and warranted that the conditions specified correct in paragraphs (aall respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (bother than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) and as of such earlier date; (c) the Borrower shall have delivered the required Notice of this Section have been satisfied and that, after giving effect to such Borrowing, ; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or such the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Aggregate Revolving Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure (and Swingline Exposure is fully covered or any component thereof) shall not exceed the maximum amount thereof (eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or the maximum amount renewal of any such component) Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 2.01, 2.04(a) or 2.06(b)3.2.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loanthe Loans made on the Effective Date), and of each the Issuing Bank Lender to issue, amend to increase the amount thereofamend, renew or extend any Letter of CreditCredit (other than the Letters of Credit issued on the Effective Date and excluding the continuation or conversion of any Borrowing), is are additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrower set forth in Article IV, and of each Loan Party set forth in each of the other Loan Documents to which it is a party, 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 on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (or, except in the case of if any such representation and or warranty that is expressly relates stated to have been made as of a prior specific date, in which case such representation and warranty shall be so true and correct on and as of such prior date.); and (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect to such . Each Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of the immediately preceding sentence. In addition to the other conditions precedent herein set forth, if any Revolving Credit Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Issuing Lender will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit, and the Aggregate Revolving Exposure (or Swingline Lender will not be required to make any component thereof) shall not exceed Swingline Loan, unless the maximum amount thereof (Issuing Lender or the maximum amount Swingline Lender, as the case may be, is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Commitments of any such component) specified the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to the Issuer or the Swingline Lender in its sole discretion, in each case, in accordance with Section 2.01, 2.04(a) or 2.06(b)2.20.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (i) or, in the case of the representations and warranties qualified as in Sections 3.01 (first sentence with respect to materialitythe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects and (iirespects) otherwise, in all material respects, in each case on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of or, as to any such representation and or warranty that expressly relates refers to a prior specific date, in which case such representation and warranty shall be so true and correct on and as of such prior specific date.; (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.; and (c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of either (i) the Aggregate Revolving Commitment and aggregate Covered Debt Amount (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01, 2.04(a) or 2.06(b)the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of any Loana Eurodollar Loan following the expiration of the applicable Interest Period), and of each the applicable Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, and the effectiveness of any Commitment Increase pursuant to Section 2.18 (subject to the provisions of Section 1.04 in the case of any Commitment Increase 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”), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and in all material respects as of such prior date.earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects; (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, no Default shall have occurred and be continuing.; and (c) After At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit Extension, the Aggregate Revolving Total Exposure shall Borrower would be in compliance with the financial covenant set forth in Section 6.09 whether or not exceed the lesser such covenant would otherwise be tested on and as of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers such Credit Extension. Each Credit Extension shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a), (b) and (cb) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents 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, respects (provided that such materiality qualifications shall not apply in each case respect of any Borrowing and issuance or deemed issuance of a Letter of Credit under this Agreement on the Effective Date) with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case applicable (it being understood and agreed that (i) any representation or warranty which by its terms is made as of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty specified date shall be so required to be true and correct on and in all material respects only as of such prior specified date., (ii) any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects, (iii) any representation or warranty which is no longer true and correct to the extent resulting from changes after the Effective Date from any actions, sales, mergers, acquisitions, dispositions or other transactions permitted under this Agreement shall have been updated by delivery by the Company to the Administrative Agent of updated disclosure schedules reflecting such changes upon the request of the Administrative Agent, not more frequently than quarterly and (iv) any representation or warranty in Section 3.15 which is no longer true and correct to the extent resulting from changes after the Effective Date from any actions, sales, mergers, acquisitions, dispositions or other transactions permitted under this Agreement shall have been updated by delivery by the Company to the Administrative Agent of an updated Schedule 3.15 reflecting such changes); (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.; and (c) After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented in compliance with the Revolving Exposure Limitations. Each Borrowing and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Aggregate Revolving Exposure (Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any component thereof) shall not exceed Letter of Credit for the maximum amount thereof (ratable account and risk of the Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the maximum amount of issuance, amendment, renewal or extension of, any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.06(b)the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each of the Issuing Bank Banks to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions, in each case, subject to the Incremental Funds Certain Provision, as applicable: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (cb) After at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Aggregate Revolving Total Exposure Loan Documents shall not exceed the lesser of (i) the Aggregate Revolving Commitment be true and (ii) the Borrowing Base. On the date of any Borrowing correct in all material respects (other than any conversion those representations and warranties that are expressly qualified by a Material Adverse Effect or continuation of any Loan) or the issuanceother materiality, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA in which case such representations and the Borrowers warranties shall be deemed to have represented true and warranted that the conditions specified correct in paragraphs (aall respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (bother than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) and as of such earlier date; (c) the Borrower shall have delivered the required Notice of this Section have been satisfied and that, after giving effect to such Borrowing, ; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or such the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, neither of the Aggregate Revolving Issuing Banks will be required to issue, amend, renew or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure (and Swingline Exposure is fully covered or any component thereof) shall not exceed the maximum amount thereof (eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or the maximum amount renewal of any such component) Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Section 2.01, 2.04(a) or 2.06(b)3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the borrowing request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 respects on and as of the date of such Borrowing or (unless such date is the date of issuanceEffective Date); provided that, amendmentto the extent that such representations and warranties specifically refer to an earlier date, renewal or extension they shall be true and correct in all material respects as of such Letter of Credit, as applicable, except in the case of earlier date; provided further that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct in all respects on and as the date of such prior credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. . Each Borrowing (c) After giving effect to such provided that a conversion or a continuation of a Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser constitute a “Borrowing” for purposes of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (bthis Section) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit (other than any Borrowing on the Effective Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. Notwithstanding anything in this Section 4.02 and in Section 2.20 to the contrary, to the extent that the proceeds of a Term Commitment Increase are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the Aggregate Revolving Exposure (or any component thereof) only conditions precedent to the funding of such Term Commitment Increase shall not exceed be the maximum amount thereof (or conditions precedent set forth in the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)related Incremental Term Facility Amendment.

Each Credit Event. The After the Effective Date, the obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of CreditCredit (other than any initial Borrowing under any First Lien Incremental Facility, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:conditions (other than in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, which shall be subject to such conditions as of the LCT Test Date as provided in Section 1.06): (a) The representations and warranties of each Loan Party set forth in the First Lien Loan Documents (or in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction, customary specified representations) 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, in each case, any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct in all respects on and as the date of such prior credit extension or on such earlier date., as the case may be; and (b) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing (or, in the case of any Borrowing under any Incremental Facility incurred in connection with a Permitted Acquisition or an Investment not prohibited by Section 6.04, no Specified Event of Default shall have occurred and be continuing. ). Each Borrowing (c) After giving effect to such provided that a conversion or a continuation of a Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) constitute a “Borrowing” for purposes of this Section have been satisfied 4.02), other than a Borrowing under any First Lien Incremental Facility, and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit (other than any issuance, amendment, renewal or extension of a Letter of Credit on the Aggregate Revolving Exposure (or any component thereofEffective Date) shall not exceed be deemed to constitute a representation and warranty by Holdings and the maximum amount Borrower on the date thereof as to the matters specified in paragraphs (or a) and (b) of this Section 4.02 (which deemed representation, in the maximum amount case of any such component) specified in Section 2.01Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, 2.04(a) or 2.06(bshall be as of the LCT Test Date).

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any a conversion or continuation of any Loanan outstanding Borrowing and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e), ) and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit), is shall be subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (ai) The representations and warranties of Goodyear, the European J.V. and each Loan Party other Borrower set forth in this Agreement and in the Loan other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) 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 to the rights or interests of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in with the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct same effect as though made on and as of such prior date, except to the extent such representations and warranties expressly relate to an earlier date. (bii) At the time of and immediately after giving effect to such Borrowing no Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default (b) shall have occurred and be continuing. (cb) After giving effect The obligation of the Swingline Lender to such Borrowing or make a Swingline Loan on the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date occasion of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).reimburse an LC Disbursement made pursuant to

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (i) in the case of the representations and warranties except as to any representation or warranty qualified as to materialitymateriality or Material Adverse Effect, in all respects which case such representation or warranty shall be true and (ii) otherwise, correct in all material respects, in each case ) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior an earlier date, in which case as of such representation earlier date), and warranty shall be so if they are not true and correct on and the Administrative Agent or the Required Lenders shall have determined not to make any Loan or instructed the Issuing Bank not to issue Letters of Credit as a result of the fact that such prior daterepresentation or warranty is untrue or incorrect. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and the Administrative Agent or the Required Lenders shall have determined not to make such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (c) After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, the Aggregate Revolving Total Exposure shall Availability is not exceed the lesser of (i) the Aggregate Revolving Commitment less than zero. Each Borrowing and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the each issuance, amendment to increase the amount thereofamendment, renewal or extension of any a Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have been satisfied no obligation to, continue to make Loans and thatan Issuing Bank may, after giving effect but shall have no obligation to, issue or cause to such Borrowing, or such issuance, amendment, renewal or extension of a be issued any Letter of Credit, Credit for the Aggregate Revolving Exposure (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or any component thereof) shall not exceed the maximum amount thereof (issuing or the maximum amount of causing to be issued any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.06(b)the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Revolving Loan on the occasion of any Borrowing (other than any conversion or continuation exclusive of any continuations and conversions of a Borrowing), of the Swingline Lender to make a Swingline Loan), and of each any Issuing Bank to issue, amend to renew, extend and/or increase the amount thereof, renew or extend of any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (i) in the case of the except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified as to materiality, or modified by materiality in all respects and (iithe text thereof) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, except in the case of any such representation applicable (other than those representations and warranty warranties that expressly relates relate to a prior specific earlier date, in which case such representation and warranty shall be so true and correct on and in all material respects as of such prior dateearlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof)). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After For any General Loan or issuance, renewal, extension or increase of any Letter of Credit made during a Collateral Trigger Period, at the time thereof and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Creditthereto, the Aggregate Revolving Total General Credit Exposure at such time shall not exceed the lesser CNTA Cap. (d) For any Development Loan made on or following the Initial Designation Effective Date, the Development Designation Conditions shall have been satisfied. Each Borrowing, each Swingline Loan and each issuance or increase of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any a Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a), ) and (b) and (and, as applicable, (c) and (d)) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The obligation of each Lender Bank to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and loan its Applicable Percentage of each Issuing Bank to issue, amend to increase Borrowing and the amount thereof, renew or extend obligation of any Letter of Credit, Credit Issuer to issue Letters of Credit on the date any Letter of Credit is to be issued is subject to receipt of the request therefor in accordance herewith and to the further satisfaction of the following conditions: (a) The timely receipt by Administrative Agent of a Request for Borrowing or Request for Letter(s) of Credit (as applicable); (b) immediately before and after giving effect to such Borrowing or issuance of such Letter(s) of Credit, no Default or Event of Default shall have occurred and be continuing and neither such Borrowing nor the issuance of such Letter(s) of Credit (as applicable) shall cause a Default or Event of Default; (c) the representations and warranties of each Credit Party contained in this Agreement and the other Loan Party set forth in the Loan Documents Papers 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension issuance of such Letter Letter(s) of Credit, Credit (as applicable), except in (i) to the case extent such representations and warranties are expressly stated as of any such representation and warranty that expressly relates to a prior certain date, in which case such representations and warranties shall be true and correct in all material respects as of such date and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be so true and correct on and as of such prior date.in all respects; (bd) At the time funding of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension issuance of such Letter Letter(s) of Credit, Credit (as applicable) and all other Borrowings to be made and/or Letter(s) of Credit to be issued (as applicable) on the same day under this Agreement, no Default shall have occurred not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and be continuing.(z) the then effective Aggregate Elected Commitment Amount); and (ce) After giving effect to such Borrowing or following the issuance, amendment, renewal or extension issuance of such Letter any Letter(s) of Credit, the Aggregate Revolving Total aggregate Letter of Credit Exposure of all Banks shall not exceed the lesser of (ix) $10,000,000 and (y) the Total Commitment (i.e., the least of (x) the Aggregate Revolving Commitment Maximum Credit Amounts, (y) the then effective Borrowing Base and (iiz) the then effective Aggregate Elected Commitment Amount). (f) Each Borrowing Base. On and the issuance of each Letter of Credit hereunder shall constitute a representation and warranty by Borrower that on the date of any such Borrowing (other than any conversion or continuation issuance of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any such Letter of Credit, ▇▇▇▇▇▇ USA and Credit (as applicable) the Borrowers shall be deemed to have represented and warranted that the conditions specified statements contained in paragraphs subclauses (ab), (bc), (d) and (ce) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)above are true.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loanpursuant to a Mandatory Borrowing), and of each Issuing Bank to issue, amend to (other than in a manner that does not increase the maximum stated amount thereofof such Letter of Credit), renew renew, or extend any Letter of Credit, the effectiveness of any Commitment Increase pursuant to Section 2.19, the effectiveness of any Incremental Facilities pursuant to Section 2.20 and the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, is subject to receipt of the request therefor satisfaction (or waiver in accordance herewith and to the satisfaction with Section 9.2) of the following conditions: (a) The Solely in the case of a Borrowing, the Administrative Agent shall have received a Borrowing Request in accordance with Section 2.3. (b) All representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents 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 respects on and as of the date of the making of such Borrowing Loan, such issuance, amendment renewal or extension of such Letter of Credit, or the date effectiveness of such Commitment Increase, Incremental Facility or extension, as applicable, except that (i) to the extent that any such representation or warranty is stated to relate solely to an earlier date, it shall be true and correct in all material respects as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects. (c) At the time of and immediately after giving effect to the making of such Loan, such issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in or the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as effectiveness of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditIncremental Facility, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After giving effect to such Borrowing or . The making of each Loan, the issuance, amendment, renewal or extension amendment (other than an amendment that does not change the maximum stated amount of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any each Letter of Credit, ▇▇▇▇▇▇ USA Credit and the Borrowers effectiveness of each Incremental Facility shall be deemed to have represented constitute a representation and warranted warranty by each Borrower that the conditions specified in paragraphs (a), (b) and (c) of this Section 4.2 have been satisfied and as of the date thereof; provided that, after giving effect notwithstanding anything to the contrary in this Section 4.2, in connection solely with the Incremental Facilities, if the proceeds of such BorrowingIncremental Facilities are being used to finance an acquisition not restricted by this agreement and the consummation of which is not conditioned on the availability of, or such issuanceon obtaining, amendment, renewal or extension of a Letter of Creditthird-party financing and the applicable Incremental Lenders so agree, the Aggregate Revolving Exposure reference in Section 4.2(b) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would customarily be deemed to be “specified” representations and warranties under customary “Sungard” provisions (including those with respect to the target contained in the applicable acquisition or any component thereofmerger agreement to the extent failure of such representations and warranties to be true and correct permits the applicable Borrower or relevant Affiliates thereof not to consummate the transactions contemplated thereby) shall not exceed and the maximum amount thereof (or reference in Section 4.2(c) to the maximum amount absence of any Default or Event of Default shall be disregarded unless the Lenders providing the applicable Incremental Facility expressly require the absent of specified Events of Default, in which case such component) specified Events of Default shall be no broader than the types described in Section 2.01VII(a), 2.04(a) or 2.06(bSection VII(b), Section VII(h), and Section VII(i).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than including the initial funding) (excluding any conversion or continuation Loan made pursuant to Section 2.08(e)), of the Swingline Lender to make a Swingline Loan and of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (cb) After At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred. (c) The representations and warranties of the Aggregate Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date. (d) The pro forma total Revolving Total Exposure Credit Exposures (after giving effect to the requested Borrowing or the issuance of the requested Letter of Credit) shall not exceed the lesser aggregate Commitments. (e) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of excluding any Borrowing (other than any conversion or continuation of any Loanmade pursuant to Section 2.08(e)) or the and each issuance, amendment to increase the amount thereofamendment, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect Borrower on the date thereof as to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) matters specified in Section 2.01, 2.04(a6.02(a) or 2.06(bthrough (d).

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation exclusive of any Loancontinuations and conversions of a Borrowing), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (ai) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents 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 (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects, in each case ) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation applicable (other than those representations and warranty warranties that expressly relates relate to a prior specific earlier date, in which case such representation and warranty shall be so true and correct on and in all material respects as of such prior earlier date). (bii) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Each Borrowing (other than any conversion or continuation exclusive of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension continuations and conversations of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (ba Borrowing) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (i) and (ii) of this Section. (b) In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing Bank will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless the Issuing Bank is satisfied that any exposure that would result therefrom is fully covered or eliminated by any combination satisfactory to the Issuing Bank of the following: (i) in the case of a Defaulting Lender, the LC Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the Aggregate Non-Defaulting Lenders as provided in clause (i) of Section 2.21(a); (ii) in the case of a Defaulting Lender, without limiting the provisions of Section 2.21(b), the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Letter of Credit in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit, or makes other arrangements satisfactory to the Administrative Agent and the Issuing Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) in the case of a Defaulting Lender, then in the case of a proposed issuance of a Letter of Credit, by an instrument or instruments in form and substance satisfactory to the Administrative Agent and to the Issuing Bank, the Borrower agrees that the face amount of such requested Letter of Credit will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such Letter of Credit will, subject to the first proviso below, be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.18 will be deemed adjusted to reflect this provision; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure and total LC Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, or any component thereof) shall not exceed the maximum amount thereof (other Lender may have against such Defaulting Lender, or the maximum amount of any cause such component) specified in Section 2.01, 2.04(a) or 2.06(b)Defaulting Lender to be a Non-Defaulting Lender.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank Lender to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is are each subject to receipt of the Borrower’s request therefor in accordance herewith and to the satisfaction of the following conditions:conditions (provided that, on the Closing Date, only the conditions in paragraphs (a) and (d) of this Section must be satisfied): (a) The representations and warranties of each Loan Credit Party set forth in the Loan Financing Documents shall be true and correct (i) or, following the Closing Date, true and correct in the case of the representations all material respects (it being understood that any representation and warranties warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects and (iiafter giving effect to any such qualification therein)) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided that those representations and warranties that speak only of a specific date shall only speak as of such date; provided further that notwithstanding the foregoing, except in the case only representations and warranties of any such representation and warranty each Credit Party that expressly relates to a prior date, in which case such representation and warranty shall be so required to be true and correct on and as of such prior datethe Closing Date shall be those set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.10, 3.15, 3.18, 3.22 and 3.23. (b) At Following the Closing Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect Except in the case of Loans made on the Closing Date, the Agent shall have received a Borrowing Base Certificate dated no more than 31 days prior to the extension of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (d) The total Credit Exposures, after giving effect to such extension of such Borrowing or the Aggregate Revolving Total Exposure issuance, amendment, renewal or extension of such Letter of Credit, as applicable, shall not exceed the lesser of (ix) the Aggregate Revolving Commitment aggregate Commitments then in effect and (iiy) the Borrowing BaseBase as most recently certified. On the date of any Each Borrowing (other than any conversion or continuation of any Loan) or the and each issuance, amendment to increase the amount thereofamendment, renewal or extension of any a Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (cd) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan or Issuing Bank to issue any Letter of Credit, as applicable, on the occasion of any Borrowing (other than any a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of any Loana Eurodollar Loan following the expiration of the applicable Interest Period), and or the obligation of each Issuing Bank to issue, amend to extend the maturity or increase the face amount thereof, renew or extend of any Letter of CreditCredit on the date of any such extension or increase, and the effectiveness of any Commitment Increase pursuant to Section 2.19 or any extension of the Maturity Date pursuant to Section 2.20, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditionscondition: (a) The Administrative Agent shall have received a fully executed and delivered Borrowing Request or Issuance Notice and Application, as the case may be; (b) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (i) other than to the extent qualified by materiality or “Material Adverse Effect”, in the case of the which case, such representations and warranties qualified as to materiality, shall be true and correct in all respects and (iirespects) otherwise, in all material respects, in each case on and as of the date of such Borrowing Borrowing, Commitment Increase, increase or the date of issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the case most recent statements furnished pursuant to clauses (a) and (b), respectively, of any Section 5.1 and (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, they shall be true and correct in all material respects as of such earlier date (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case case, such representation representations and warranty warranties shall be so true and correct on and as of such prior date.in all respects); (bc) At the time of and immediately after giving effect to such Borrowing Borrowing, Commitment Increase, increase or the issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, no Default or Event of Default shall have occurred and be continuing.; and (cd) After giving effect to such Borrowing Borrowing, Commitment Increase, increase or the issuanceextension, amendment, renewal or extension of such Letter of Creditas applicable, the Aggregate Revolving Consolidated Total Exposure Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, shall not exceed the lesser of (i) the Aggregate Revolving maximum Consolidated Total Leverage Ratio permitted under Section 6.12 for such period. Each Borrowing, extension, increase, Commitment Increase and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Maturity Date shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (ab), (bc) and (cd) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).

Each Credit Event. The obligation of each Applicable Lender to make a Revolving Loan on the occasion of any Revolving Borrowing (other than any conversion or continuation of any Loan)to the Borrowers within a Borrower Group, and of each any Applicable Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of CreditCredit for the account of any Borrower within a Borrower Group, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The Agent shall have received, in the case of a Revolving Loan, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the Applicable Issuing Bank and the Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.06(b) or, in the case of a Swingline Loan, the Applicable Swingline Lender and the Agent shall have received a Swingline Borrowing Request as required by Section 2.05(a). (b) The representations and warranties of each the Loan Party Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (i) or, in the case of the any representations and warranties qualified as to materialityby materiality or Material Adverse Effect, in all respects and (iirespects) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representation representations and warranty that expressly relates to a prior datewarranties qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be so true and correct on and all respects) as of such prior earlier date). (bc) At After the Effective Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (cd) After giving effect to such the proposed Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, (i) the Aggregate aggregate U.S. Revolving Total Exposure shall Exposures would not exceed the lesser of (i) the Aggregate U.S. Revolving Commitment Commitments and the U.S. Borrowing Base, and (ii) the aggregate Canadian Revolving Exposures would not exceed the lesser of the Canadian Revolving Commitments and the Canadian Borrowing Base. On the date of any Each Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrowers on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01paragraphs (b), 2.04(a(c) or 2.06(band (d).

Each Credit Event. The Lender has no obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of Credit unless the following conditionsconditions are satisfied: (a) The representations and warranties of Borrower (and each Loan Party other party thereto) set forth in the this Agreement and each other Loan Documents Document 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent that such representation representations and warranty that expressly relates warranties relate to a prior date, an earlier date (in which case such representation representations and warranty warranties shall be so have been true and correct in all material respects on and as of such prior earlier date.) or are already qualified as to materiality (in which case such representations and warranties shall be true and correct in all respects); (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.; (c) After giving effect Since the date of the most recent financial statements, if any, delivered to such Lender pursuant to Section 5.01, there has been no event or occurrence which has resulted in or would reasonably be expected to result in a Material Adverse Effect; (d) With respect to each Loan, Lender shall have received a completed and duly executed Borrowing or the issuance, amendment, renewal or extension of such Request and a Covenant Compliance Certificate duly executed by a Financial Officer; and (e) With respect to each Letter of Credit, the Aggregate Revolving Total Exposure Lender shall not exceed the lesser of (i) the Aggregate Revolving Commitment have received a completed and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any duly executed Letter of CreditCredit Application, ▇▇▇▇▇▇ USA Letter of Credit Request and the Borrowers shall be deemed to have represented a Covenant Compliance Certificate duly executed by a Financial Officer. Each Borrowing and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by Borrower on the date thereof, immediately prior to and immediately following such Borrowing or issuance, amendment, renewal or extension, as to the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) matters specified in Section 2.01, 2.04(aparagraphs (a) or 2.06(b)and (b) of this Section.

Each Credit Event. The obligation of each any Lender or Issuing Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, Credit Extension hereunder is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party Obligor set forth in this Agreement and of the other Loan Documents to which it is a party, shall be true and correct in all material respects (i) in the case of the representations and warranties unless any such representation or warranty is qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing materiality or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior dateMaterial Adverse Effect, in which case such representation and warranty shall be so true and correct in all respects) on and as of the date of such prior Credit Extension, both before and immediately after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date., in which case they shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.2 and after the delivery of any statements furnished pursuant to Sections 5.1(a) and 5.1(b), the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.1(a) and 5.1(b), respectively; (b) At at the time of and immediately after giving effect to such Credit Extension, no Default shall have occurred and be continuing; (c) at the time of and immediately after giving effect to such Credit Extension, (i) the total Revolving Multicurrency Tranche Exposures shall not exceed the total Revolving Multicurrency Tranche Commitments, (ii) the total Revolving USD Tranche Exposures shall not exceed the total Revolving USD Tranche Commitments, and (iii) the total Revolving Credit Exposures shall not exceed the total Revolving Credit Commitments; and (d) Administrative Agent and, if applicable, Issuing Lender or Swingline Lender shall have received a Borrowing Request, or a notice requesting the issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. (c) After giving effect to such Borrowing or in each case, in accordance with the issuance, amendment, renewal or extension requirements of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Basethis Agreement. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Each Borrower shall be deemed to have represented make a representation and warranted that warranty to Administrative Agent, the conditions Lenders, and Issuing Lender on the date of each Credit Extension hereunder as to the matters specified in paragraphs clauses (a), (b) ), and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)4.3.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank Banks to issue, amend to increase the amount thereofamend, renew review or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents 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 respects on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and in all material respects as of such prior dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After The Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the case of any Borrowing, or issuance, amendment, extension or increase of a Letter of Credit occurring on or after the Amendment No. 5 Effective Date, at the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, the Aggregate Revolving Total Exposure as applicable, Liquidity shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the be less than $1,500,000,000. Each Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to amendment, extension or increase the amount thereof, renewal or extension of any a Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers as applicable, shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a), (b) and (cb) of this Section 4.02 have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank Banks to issue, amend to increase the amount thereofamend, renew review or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents 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 respects on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and in all material respects as of such prior dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After giving effect to such The Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the case of any Borrowing, or issuance, amendment, renewal extension or extension increase of such a Letter of CreditCredit occurring on or after the Amendment No. 5 Effective Date, at the Aggregate Revolving Total Exposure shall not exceed the lesser time of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, immediately after giving effect to such Borrowing, or such issuance, amendment, renewal extension or extension increase of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) as applicable, Liquidity shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)be less than $1,500,000,000.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:conditions (subject, in all respects to the terms of Section 1.06, if such Borrowing is in connection with the Kosmos Acquisition): (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement 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 (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects), in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of extent any such representation and or warranty that expressly relates is stated to a prior relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be so true and correct in all respects) on and as of such earlier date; provided that, if such Borrowing is in connection with the Kosmos Acquisition then only the Specified Representations and Specified Acquisitions Agreement Representations shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects); provided, further that to the extent that any of the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of Kosmos Acquisition Agreement Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the date of such Borrowing in connection with the Kosmos Acquisition (or any date prior datethereto). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After giving effect to ; provided that, if such Borrowing or is in connection with the issuanceKosmos Acquisition, amendment, renewal or extension then only Events of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (aDefault under Sections 7.01(a), (b), (h) and (ci) in respect of this Section the Borrower, in each case, shall not have been satisfied occurred and that, after giving effect to such Borrowing, or such be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01, 2.04(aparagraphs (a) or 2.06(b)and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents this Agreement 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure aggregate Credit Exposures shall not exceed the lesser of (i) the Aggregate total Revolving Commitment and Commitments then in effect or (ii) other than in the case of a Protective Advance or an Overadvance, the Borrowing Base. On Base then in effect, and, other than in the case of a Protective Advance or an Overadvance, the Administrative Agent shall have received a Borrowing Base Certificate as of a date not earlier than the last day of the most recent fiscal month ended at least 20 days prior to the date of any such Borrowing (other than any conversion or continuation of any Loan) or the such issuance, amendment to increase the amount thereofamendment, renewal or extension. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have been satisfied no obligation to, continue to make Loans and thatan Issuing Bank may, after giving effect but shall have no obligation to, issue or cause to such Borrowing, or such issuance, amendment, renewal or extension of a be issued any Letter of Credit, Credit for the Aggregate Revolving Exposure (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or any component thereof) shall not exceed the maximum amount thereof (issuing or the maximum amount of causing to be issued any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.06(b)the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The (i) as of the Effective Date, each of the HD Supply Acquisition Agreement Representations and the Specified Representations shall be true, correct, and complete, in all material respects (except that any representations and warranties which is subject to any materiality qualifier shall be true, correct and complete in all respects), and (ii) at and as of the date of each Borrowing or issuance, amendment, renewal or extension of any Letter of Credit made after the Effective Date, the representations and warranties of each Loan Party the Borrower and Anixter set forth in the Loan Documents shall be true and correct in all material respects (i) in the case of the except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified as to materiality, or modified by materiality in all respects and (iithe text thereof) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, as though made on and as of such date (except in to the case of any extent that such representation and warranty that expressly relates representations or warranties related solely to a prior an earlier date, in which case such representation representations and warranty warranties shall be so true and correct on in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such prior earlier date). (b) At (i) as of the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableEffective Date, no Default Potential Amortization Event or Amortization Event (other than an Amortization Event described in clause (c) of Article IX (or a related Potential Amortization Event) not in respect of the Specified Representations and the “Specified Representations” under and as defined in the Inventory Facility Credit Agreement) shall have occurred and be continuing. (c) After giving effect to such , nor shall either result from the making of any Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, as applicable, made after the Aggregate Revolving Exposure Effective Date; (ii) at and as of the date of each Borrowing or the issuance, amendment, renewal or extension of a Letter of Credit made after the Effective Date, no Potential Amortization Event or Amortization Event shall have occurred and be continuing, and (iii) no Protective Advance shall be outstanding. (c) After giving effect to any component thereof) Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not exceed be less than zero. (d) No Borrowing Base Deficiency exists or will result from the maximum amount thereof (making of such Loan or the maximum amount issuance, amendment, renewal or extension of any such component) Letter of Credit. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 2.01paragraphs (a), 2.04(a(b), (c) and (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or 2.06(b)(b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a any Loan (including, on the occasion of any Borrowing (other than any conversion or continuation of any LoanEffective Date, the Initial Term Loans), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the representations Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and warranties qualified as the Specified Purchase Agreement Representations (immediately prior to materialitygiving effect to 102 such merger, in all respects consolidation or acquisition) shall be true and (ii) otherwise, correct in all material respects, in each case respects on and as of the date of such Borrowing Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any such representation and warranty that expressly relates to Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a prior dateCommitment Increase under the Term Commitments in connection with a Specified Purchase), in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.; (c) After either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit as required by Section 2.03, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base2.04 or 2.05(b), as applicable. On the date of any Each Borrowing (other than any but not a continuation or conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01, 2.04(a) or 2.06(b)the preceding sentence.

Each Credit Event. The (a) Except as provided in paragraph (b) of this Section 4.02, the obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (ai) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct (iA) in the case of the representations and warranties qualified as to materiality, in all respects and (iiB) otherwise, in all material respects, in each case on and as of the date of the making of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (bii) At the time of and immediately after giving effect to the making of such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (ciii) After giving effect to the making of such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, the sum of the Aggregate Revolving Total Credit Exposure and Pre-Petition Aggregate Credit Exposure shall not exceed the lesser of (i) the Aggregate total Revolving Commitment and Commitments then in effect or (ii) other than in the case of a Protective Advance or an Overadvance, the Borrowing Base. On Base then in effect, and, other than in the case of a Protective Advance or an Overadvance, the Administrative Agent shall have received a Borrowing Base Certificate as of a date not earlier than the last day of the most recent fiscal month ended at least twenty (20) days prior to the date of any Borrowing (other than any conversion the making of such Loan or continuation of any Loan) or the such issuance, amendment to increase the amount thereofamendment, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the extension. (iv) The Borrowers shall be deemed to have represented paid the balance of all fees and warranted that the conditions specified in paragraphs (a), (b) expenses then due and (c) payable under this Agreement. Each making of this Section have been satisfied a Loan and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (i) through (iv) of this Section 4.02(a). (b) Notwithstanding the failure to satisfy the conditions precedent set forth in paragraph (a)(i) or (a)(ii) of this Section 4.02, unless otherwise directed by the Required Lenders, the Aggregate Revolving Exposure (Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may but shall have no obligation to, issue, amend, renew or extend or cause to be issued, amended, renewed or extended any component thereof) shall not exceed Letter of Credit for the maximum amount thereof (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or taking such action with respect to such Letter of Credit is in the maximum amount best interests of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditionsconditions and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (cb) After at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Aggregate Revolving Total Exposure Loan Documents shall not exceed the lesser of (i) the Aggregate Revolving Commitment be true and (ii) the Borrowing Base. On the date of any Borrowing correct in all material respects (other than any conversion those representations and warranties that are expressly qualified by a Material Adverse Effect or continuation of any Loan) or the issuanceother materiality, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA in which case such representations and the Borrowers warranties shall be deemed to have represented true and warranted that the conditions specified correct in paragraphs (aall respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (bother than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) and as of such earlier date; (c) the Borrower shall have delivered the required Notice of this Section have been satisfied and thatBorrowing; (d) for any Borrowing of Delayed Draw A-1 Term Loans or Delayed Draw A-2 Term Loans, after giving effect to such BorrowingBorrowing on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Sections 5.1(a) or such (b); and (e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Aggregate Revolving Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure (and Swingline Exposure is fully covered or any component thereof) shall not exceed the maximum amount thereof (eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or the maximum amount renewal of any such component) Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 2.01, 2.04(a) or 2.06(b)3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Aggregate Revolving Total Exposure shall not exceed the lesser Borrowing Base then in effect. (d) In the case of any Borrowing, if (i) after giving effect thereto, the Aggregate Revolving Commitment aggregate principal amount of Loans outstanding shall exceed $10,000,000 and (ii) the Borrowing Base Form most recently delivered by the Borrower pursuant to Section 5.01 (f) shall have been a Modified Borrowing Base Certificate, the Administrative Agent shall have received, not later than five Business Days prior to such Borrowing, a completed Borrowing Base Certificate, calculating, setting forth and certifying the Borrowing Base, Excess Availability, Agency Exposure Information, Liquidity and the aggregate amount of Designated Secured Other Obligations as of the close of business on the last day of the fiscal month for which a Borrowing Base Form shall have been most recently required to be delivered pursuant to Section 5.01(f). On the date of any Borrowing (other than any conversion or continuation of any Loana Protective Advance) or the issuance, amendment to increase the amount thereofamendment, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (cb) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents this Agreement shall be true and correct in all material respects (i) in the case of the except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified as to materiality, or modified by materiality in all respects and (iithe text thereof) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case applicable (it being understood and agreed that any representation or warranty which by its terms is made as of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty specified date shall be so required to be true and correct on and in all material respects only as of such prior specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit (i) U.S. Availability shall not be less than zero, (ii) Canadian Availability shall not be less than zero, and (iii) Aggregate Availability shall not be less than zero. (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Aggregate Revolving Total Exposure shall not exceed any applicable limitation under the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date terms of any Material Indebtedness (and if requested by the Administrative Agent the Borrower Representative shall have delivered to the Administrative Agent a certificate setting forth all appropriate calculations demonstrating compliance with this clause (d)). Each Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrowers on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01paragraphs (a), 2.04(a(b), (c) or 2.06(b)and (d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditionsconditions and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (cb) After at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Aggregate Revolving Total Exposure Loan Documents shall not exceed the lesser of (i) the Aggregate Revolving Commitment be true and (ii) the Borrowing Base. On the date of any Borrowing correct in all material respects (other than any conversion those representations and warranties that are expressly qualified by a Material Adverse Effect or continuation of any Loan) or the issuanceother materiality, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA in which case such representations and the Borrowers warranties shall be deemed to have represented true and warranted that the conditions specified correct in paragraphs (aall respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (bother than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) and as of such earlier date; (c) the Borrower shall have delivered the required Notice of this Section have been satisfied and thatBorrowing; (d) for any Borrowing of Delayed Draw Term Loans, after giving effect to such BorrowingBorrowing on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Sections 5.1(a) or such (b); and (e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Aggregate Revolving Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure (and Swingline Exposure is fully covered or any component thereof) shall not exceed the maximum amount thereof (eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or the maximum amount renewal of any such component) Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 2.01, 2.04(a) or 2.06(b)3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank Banks to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower and the MLP set forth in the Loan Documents this Agreement 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any applicable (unless such representation representations and warranty that expressly relates warranties are stated to relate to a prior specific earlier date, in which case such representation representations and warranty warranties shall be so true and correct on and as of such prior earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After In the case of any Borrowing of Revolving Loans, after giving pro forma effect to such Borrowing or and the issuance, amendment, renewal or extension application of such Letter of Creditthe proceeds thereof (and any mandatory prepayments to be made by the Borrower under Section 2.09(d)), the Aggregate aggregate amount of Unrestricted Cash on hand of the Borrower and its Restricted Subsidiaries as of the end of the third (3rd) Business Day following the date on which such Revolving Total Exposure Loans are funded shall not exceed $75,000,000. (d) The Borrower shall have delivered to the lesser Administrative Agent a certificate of a Financial Officer certifying that, after giving pro forma effect to such Credit Event, (i) each of the Aggregate Revolving Commitment Borrower and its Subsidiaries will be Solvent, and (ii) neither the Borrowing Base. On 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 the case of each of clauses (A), (B) and (C), within six (6) Business Days after the date of any Borrowing such Credit Event. (other than any conversion e) The Administrative Agent shall have received each additional document, instrument, legal opinion or continuation item of information reasonably requested by the Administrative Agent, including, without limitation, a copy of any Loan) debt instrument, security agreement or other material contract to which the issuance, amendment to increase the amount thereof, renewal MLP or extension of any Letter of Credit, ▇▇▇▇▇▇ USA Restricted Subsidiary may be a party. Each Borrowing and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower and the maximum amount MLP on the date thereof (or as to the maximum amount of any such component) matters specified in paragraphs (a) through (d) of this Section 2.01, 2.04(a) or 2.06(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and if the Borrower has exercised the Term Loan Election, the effectiveness of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Creditterm loan conversion on the Maturity Date, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement (other than the Loan Documents representations and warranties set forth in Sections 3.04(b) and 3.05) 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Creditconversion, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Creditconversion, as applicable, no Default (including, in the case of such conversion, a Default under Section 6.03) shall have occurred and be continuing. (c) After giving In the case of any Borrowing which would violate any limitation imposed by the board of directors of the Borrower in effect on the date hereof on the principal amount of any financing or the outstanding principal amount of any financings of the Borrower, receipt by the Administrative Agent of a copy, certified by an appropriate officer of the Borrower, of the resolutions of the board of directors of the Borrower pursuant to which such Borrowing is authorized. (d) In the case of any Borrowing made on or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On after the date of any Borrowing consummation of the Acquisition, the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the consummation of the Acquisition, all in form and substance satisfactory to the Administrative Agent and its counsel (other than any conversion or continuation including a certificate, dated the date of any Loan) or consummation of the issuanceAcquisition and signed by a Financial Officer of the Borrower, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that confirming compliance with the conditions specified set forth in paragraphs (a)) (including, for this purpose, the representations and warranties set forth in Sections 3.04(b) and 3.05) and (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).4.02

Each Credit Event. The obligation of each Lender any Bank to make a Loan Loan, other than a Refunded Swing Loan, on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each an Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: Credit (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of CreditCredit is referred to herein as a "Credit Event") is subject to the satisfaction of the following conditions: (a) the Closing Date shall have occurred on or prior to February 8, 2002; (b) receipt by the Lead Agent of a Notice of Borrowing as required by Section 2.2, a Money Market Quote Request as required by Section 2.1(c)(ii) or a request for issuance of a Letter of Credit as required by Section 2A.1(c); (c) immediately after such Credit Event, the Aggregate Revolving Exposure (or any component thereof) shall Outstanding Balance will not exceed the maximum aggregate amount thereof of the Commitments and, with respect to each Bank, such Bank's pro rata portion of the Committed Loans and Letter of Credit Obligations will not exceed an amount equal to the lesser of (i) such Bank's Commitment and (ii) such Bank's pro rata share of the Available Facility; (d) immediately before and after such Credit Event, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such Credit Event; (e) the representations and warranties of the Borrower contained in this Agreement and of the Guarantors in the Guaranties (other than representations and warranties which speak as of a specific date) shall be true and correct in all material respects on and as of the date of such Credit Event both before and after giving effect to such Credit Event; (f) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain, the making or repayment of the Loans or issuance, amendment, renewal or extension of Letters of Credit, or any participations therein, or the maximum amount consummation of any the transactions contemplated hereby; and (g) no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Credit Event hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such component) Credit Event as to the facts specified in clauses (c) through (g) of this Section 2.01(except that with respect to clause (f), 2.04(a) or 2.06(bsuch representation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation solely affecting the Borrower and not the Banks).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case may be before and after giving effect to such Borrowing or issuance, amendment, renewal or extension of any such representation Letter of Credit and warranty that expressly relates to a prior datethe application of proceeds therefrom, in which case such representation and warranty shall be so true and correct as though made on and as of such prior date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or 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 in all respects on the date of such credit extension or on such earlier date, as the case may be (after giving effect to such qualification); provided further that with respect to any Borrowing or issuance of any Letter of Credit on the Effective Date this condition shall be required to be satisfied only with respect to those representations and warranties set forth in the Loan Documents that are Specified Representations. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing (other than, in the case of any Borrowing or issuance, amendment, renewal or extension of a Letter of Credit on the Effective Date; provided that on the Effective Date no Default or Event of Default resulting solely from the breach of any representations and warranties set forth in the Loan Documents that are Specified Representations shall have occurred and be continuing). (c) After giving effect With respect to any Borrowing of Revolving Loans or Swingline Loans or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, (other than (1) in the case of any Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, on the Aggregate Effective Date, (2) any Borrowing of Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment Loans to reimburse an LC Disbursement and (ii3) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, to the Aggregate Revolving extent that after giving effect thereto the aggregate LC Exposure is less than or equal to $20,000,000), after giving effect to such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, on a Pro Forma Basis, the Consolidated First Lien Leverage Ratio (or any component thereof) shall not exceed calculated without netting the maximum amount thereof (or the maximum amount cash proceeds of any such componentBorrowing), is less than or equal to the ratio set forth in Section 6.10 for the most recently ended Test Period. (d) The Administrative Agent shall have received a notice of borrowing in accordance with Article II hereof. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 2.01, 2.04(aparagraphs (a) or 2.06(b)and (b) of this Section.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank Banks to issue, amend to increase the amount thereofamend, renew review or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents 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 respects on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year- end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and in all material respects as of such prior dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After The Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the case of any Borrowing, or issuance, amendment, extension or increase of a Letter of Credit occurring on or after the Amendment No. 5 Effective Date, at the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, the Aggregate Revolving Total Exposure as applicable, Liquidity shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the be less than $1,500,000,000. Each Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to amendment, extension or increase the amount thereof, renewal or extension of any a Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers as applicable, shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a), (b) and (cb) of this Section 4.02 have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)after the initial Borrowing to be made on the Effective Date, and of each any Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.; (cb) After giving effect to The representations and warranties of the Credit Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the Aggregate extent any such representations and warranties (i) are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date or (ii) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties shall be true and correct in all respects; (c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable; (d) At the time of and immediately after giving effect to any such Borrowing the Borrower and its Restricted Subsidiaries do not have any Excess Cash; and (e) The aggregate amount of Revolving Total Credit Exposure shall not exceed the lesser 80% of (i) the Aggregate Revolving Elected Commitment Amounts without the consent of each Lender and (ii) the Administrative Agent. Each request for a Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or and each request for the issuance, amendment to increase the amount thereofamendment, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (aSection 6.02(a), (b) ), and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(bd).

Each Credit Event. (A) The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any a conversion or continuation of any Loanan outstanding Borrowing and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e), ) and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit), is shall be subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of Goodyear, the European J.V. and each Loan Party other Borrower set forth in this Agreement and in the Loan other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) 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 to the rights or interests of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in with the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct same effect as though made on and as of such prior date, except to the extent such representations and warranties expressly relate to an earlier date. (b) At the time of and immediately after giving effect to such Borrowing no Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing. (B) The obligation of the issuance, amendment, renewal or extension Swingline Lender to make a Swingline Loan on the occasion of any Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e) shall be subject to the satisfaction of the condition that at the time of and immediately after giving effect to such Letter of Credit, as applicableBorrowing, no Event of Default shall have occurred and be continuing. (cC) After giving effect to such Each Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by Goodyear, the Aggregate Revolving Exposure (or any component thereof) shall not exceed European J.V. and each other Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01paragraphs (a) and (b) of subsection (A) above or in subsection (B) above, 2.04(a) or 2.06(b)as the case may be.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing BaseBase then in effect. On the date of any Borrowing (other than any conversion or continuation of any Loana Protective Advance) or the issuance, amendment to increase the amount thereofamendment, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (cb) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)2.05(b) .

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the each Loan Documents Document 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of extent any such representation and or warranty that expressly relates is stated to a prior relate solely to an earlier date, in which case such representation and or warranty shall be so have been true and correct in all material respects on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requested Loan or any Issuing Bank or Lender from issuing, renewing, extending or increasing the face amount of or participating in the Letter of Credit requested to be issued, renewed, extended or increased. (d) To the extent that the Company has requested a Borrowing or the issuance of a Letter of Credit which would utilize all or any portion of the Existing Revolver Reserve Amount (other than any request for a Borrowing in respect of Permitted Interim Loans, which shall be subject to Section 4.02(h) below), the following further conditions precedent must be satisfied (or waived by the Supermajority Lenders): (i) the Amendment No. 12 Effective Date shall have occurred; (ii) no unused Revolving Commitments exist (other than in respect of the Existing Revolver Reserve Amount and the New Revolver Reserve Amount) and there are no amounts available for drawing under the Yellow Receivables Facility as of such date; (iii) after giving effect to such request Unrestricted Cash shall be less than or equal to $125,000,000; and (iv) either (x) subject to the proviso immediately following this clause (iv) (1) Weekly Operating EBITDA set forth on the most recent Weekly Operating EBITDA Report required to be delivered pursuant to Section 5.01A(a) shall be equal to or greater than the amount set forth opposite the relevant date on Part 1 of Schedule 4.02(d) attached hereto (such compliance to be demonstrated and certified to by a Financial Officer of the Company to the Administrative Agent as of the date of any such Borrowing Request in a form reasonably acceptable to the Administrative Agent), (2) the SG&A (Monthly) set forth on the most recent SG&A (Monthly) Expense Report required to be delivered pursuant to Section 5.01(n) shall be less than the amount set forth opposite the relevant date on Part 2 of Schedule 4.02(d) attached hereto (such compliance to be demonstrated and certified to by a Financial Officer of the Company to the Administrative Agent as of the date of any such Borrowing Request in a form reasonably acceptable to the Administrative Agent), (3) the Recapitalization Transaction shall have been consummated and (4) the Specified Pension Fund Deferral Transaction Amendment shall be fully executed and effective or (y) the Supermajority Lenders shall have consented to the Borrowing or issuance of a Letter of Credit with respect to such Existing Revolver Reserve Amount by the Company; ; provided that, if at any time, the Adjusted Weekly Operating EBITDA set forth in the Adjusted Weekly Operating EBITDA Report required to be delivered pursuant to Section 5.01A(b) is less than (x) the amount set forth opposite the relevant date on Part 1 of Schedule 4.02(d) attached hereto minus (y) $5,000,000, and the Lenders made any Loans or any Issuing Bank issued a Letter of Credit to the Company which utilized all or any portion of the Existing Revolver Reserve Amount (other than any Borrowing in respect of Permitted Interim Loans) in reliance on the Company having satisfied the conditions set forth in Section 4.02(d)(iv)(x) above, then, from and after the date of delivery of the Adjusted Weekly Operating EBITDA Report reflecting any such deficit, the Company may not request any Loans or the issuance of any Letter of Credit (and the Lenders shall be under no obligation to so lend and the Issuing Banks shall be under no obligation to so issue) which would utilize any all or any portion of the Existing Revolver Reserve Amount (other than any Borrowing in respect of Permitted Interim Loans) regardless of whether the Company has satisfied the conditions set forth in Section 4.02(d)(iv)(x) above unless and until the Supermajority Lenders have consented to the Company being permitted to once again gain access to such Loans or Letters of Credit by satisfying such conditions. (e) To the extent that the Company has requested a Borrowing or the issuance, amendment, renewal or extension issuance of such a Letter of CreditCredit which would utilize all or any portion of the New Revolver Reserve Amount, the Aggregate Revolving Total Exposure shall not exceed following further conditions precedent must be satisfied (or waived by the lesser of Supermajority Lenders): (i) the Aggregate Amendment No. 12 Effective Date shall have occurred; (ii) no unused Revolving Commitment Commitments exist (other than in respect of the New Revolver Reserve Amount) and there are no amounts available for drawing under the Yellow Receivables Facility as of such date; (iii) after giving effect to such request Unrestricted Cash shall be less than or equal to $125,000,000; (iv) the Recapitalization Transaction shall have been consummated; (v) the Specified Pension Fund Deferral Transaction Amendment shall be fully executed and effective; and (vi) the Supermajority Lenders shall have consented to the Borrowing or issuance of a Letter of Credit with respect to such New Revolver Reserve Amount by the Company. (f) The Company has delivered to the Administrative Agent a certificate of a Financial Officer certifying that, as of the date of such certificate (which date shall be the date of request for such Borrowing or Letter of Credit), (i) the Company and its Domestic Subsidiaries (other than any Receivables Entity), collectively, have less than $125,000,000 (or, to the extent that any Permitted Interim Loans are outstanding as of the date of such certificate, $100,000,000) in Unrestricted Cash and providing a demonstration of such deficit (the amount of such deficit, the “Credit Event Liquidity Deficit Amount”) reasonably satisfactory to the Administrative Agent and (ii) the amount of such requested Borrowing Base. On or Letter of Credit is equal to or less than the Credit Event Liquidity Deficit Amount. (g) The Company has delivered to the Administrative Agent a certificate of a Financial Officer certifying the Aggregate Revolver Reserve Amount as of the date of any such certificate (which date shall be the date of request for such Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit). (h) To the extent that the Company has requested a Borrowing in respect of Permitted Interim Loans, ▇▇▇▇▇▇ USA (i) the Administrative Agent shall have received evidence reasonably satisfactory to it that as of such date (x) there is no unused availability under the Revolving Commitments other than amounts comprising the Aggregate Revolver Reserve Amount and (y) there are no amounts available for drawing under the Yellow Receivables Facility as of such date and (ii) the Company shall have delivered to the Administrative Agent a Borrowing Request substantially in the form of Exhibit F hereto (which Borrowing Request shall include a certification by a Financial Officer and the Borrowers shall be deemed Designated Officer certifying the Interim Loan Availability as of the Business Day immediately prior to have represented the date of such Borrowing Request and warranted that calculations reasonably demonstrating the conditions specified in paragraphs (aInterim Loan Availability), (b) . Each Borrowing and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrowers on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01, 2.04(aparagraphs (a) or 2.06(b)and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Credit Party set forth in the Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After The delivery of a certificate in a form reasonably acceptable to Administrative Agent signed by a Responsible Officer of the Borrower Representative certifying that after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of Holdings is in pro forma compliance with (ix) the Aggregate Revolving Commitment Consolidated Leverage Ratio and (iiy) at any time from and after the receipt by the Administrative Agent and the Lenders of the financial statements for the fiscal quarter ending March 31, 2011 pursuant to Section 5.01(b), the Interest Coverage Ratio, in each case, set forth in Section 6.14 as of the end of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 5.01, calculated as though such Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereofamendment, renewal or extension of any such Letter of Credit, ▇▇▇▇▇▇ USA Credit occurred as of the first day of the trailing four fiscal quarter period ending on such date; provided that for purposes of determining compliance with the Consolidated Leverage Ratio covenant on the Effective Date and on any date of determination prior to the receipt by the Administrative Agent and the Borrowers Lenders of the financial statements for the fiscal quarter ending December 31, 2010 pursuant to Section 5.01(b), Consolidated EBITDA shall be calculated by annualizing the sum of (a) Consolidated EBITDA for the period from and including October 1, 2010 through and including November 30, 2010 plus (b) the projected Consolidated EBITDA previously provided to the Administrative Agent for the month ending December 31, 2010; provided, further that for purposes of determining compliance with the Consolidated Leverage Ratio covenant on any date of determination from and after receipt by the Administrative Agent and the Lenders of the financial statements for the fiscal quarter ending December 31, 2010 and prior to the receipt by the Administrative Agent and the Lenders of the financial statements for the fiscal quarter ending March 31, 2011, in each case, pursuant to Section 5.01(b), Consolidated EBITDA shall be calculated by annualizing Consolidated EBITDA for the period from and including October 1, 2010 through and including December 31, 2010; provided, further that any year-end adjustments reflected in the audited financial statements of Holdings for the year ending December 31, 2010, arising from any events or circumstances occurring prior to October 1, 2010, shall be excluded for purposes of calculating Consolidated EBITDA so long as such adjustments are not on-going adjustments or otherwise applicable to the period from and after October 1, 2010 or any portion thereof. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Credit Parties on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, except in the case of for any such representation and warranty that expressly relates is qualified by materiality or by reference to a prior dateMaterial Adverse Effect, and in which case that case, such representation and warranty shall be so true and correct on in all respects, and to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such prior earlier date, and except that for purposes of this Section 4.02 only, the representations and warranties contained in Sections 3.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a), (b) and (c), respectively. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default shall have occurred and be continuing. (c) After giving effect The Administrative Agent shall have received a duly completed Borrowing Base Certificate dated as of the date of delivery of the applicable Purchase Request and based on the then most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to this Agreement, but updated if and to the extent required to reflect acquisitions and dispositions of Borrowing Base Projects (including any acquisition to be made with the proceeds of such Loan) and any Loans made (including the Loan to be made contemporaneously with the delivery of such certificate) since such Borrowing Base Certificate was delivered. (d) The Administrative Agent shall have received satisfactory evidence that (i) all Permits required to have been obtained by the Effective Date that are listed in Part I of Schedule 4.01 have been issued, are in full force and effect and are not subject to any appeals or further proceedings or to any unsatisfied condition that may allow material modification or revocation; and (ii) the issuanceBorrowers shall have obtained and delivered to the Administrative Agent copies of all Permits listed in Part II of Schedule 4.01 that are in the Borrower Representative’s reasonable opinion, amendmentin light of the status of development, renewal construction and operation of the Borrowing Base Projects, required to have been obtained on or extension prior to the date of such Letter Borrowing, and such Permits shall be in full force and effect and shall not subject to any appeals or further proceedings or to any unsatisfied condition that may allow material modification or revocation. With respect to any Permits not yet required and listed in Part II of CreditSchedule 4.01, the Aggregate Revolving Total Exposure Administrative Agent shall have reasonably concluded that there is no reason to believe that any such Permits will not be obtained by the time required, all of which shall be reasonably satisfactory in all respects to the Administrative Agent. (e) The Administrative Agent shall have received satisfactory evidence that no lien for the performance of work or supplying of labor, materials or services shall have been filed against the Borrowing Base Projects and remain unsatisfied or unbonded. (f) The Administrative Agent shall have received date-down endorsements to the Title Policies with respect to the Borrowing Base Projects to cover the amount and date of the disbursement (whether into escrow or otherwise) confirming that the Leasehold Mortgages are continuing as first liens on the Borrowing Base Projects, subject to the standard terms of the pending disbursements clause. The date-down endorsements may be delivered to the Administrative Agent concurrently with the disbursement of the proceeds that are the subject of those endorsements. (g) The Notes shall not be (i) assigned a specific rating by any Rating Agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of official statement, private placement memorandum or other offering document or (iv) placed or offered by a broker-dealer in the capacity of an underwriter or a placement agent. (h) The Administrative Agent shall have received evidence satisfactory in form and substance to the Administrative Agent that the Minimum Equity Requirement has been and is satisfied on the date of the making of any Loan hereunder. (i) The Administrative Agent shall have received satisfactory evidence that the total of the Available Funds (as defined herein) shall equal or exceed the lesser aggregate of: (i) the amounts to be paid to persons who have supplied labor or materials to all of the Approved Eligible Projects; (ii) the amount required, in the Borrower Representative’s reasonable judgment, for a contingency reserve (which amount may, but need not be in the amount budgeted for contingency reserve in the Project Budgets for all Approved Eligible Projects); and (iii) the amount necessary to pay for all unpaid Project Costs incurred or to be incurred in the completion of the construction of all Approved Eligible Projects for which a Loan has been advanced hereunder in accordance with their Plans and Specifications. As used in this Section 4.02(h)), the term “Available Funds” means the sum of (i) the Aggregate Revolving Commitment under this Agreement which remains unused and otherwise available to be drawn by the Borrowers and (ii) the Borrowing Base. On portion of the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA Borrowers’ equity component which remains unused and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)otherwise available.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation Incremental Loan, which shall be governed by Section 2.21) and of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, in each case, after the Effective Date, is subject to receipt of the request therefor in accordance herewith and to the satisfaction or waiver by the Required Lenders of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in In the case of a Letter of Credit or a Loan, the representations Administrative Agent and warranties qualified the relevant Issuing Bank, as to materialityapplicable, shall have received a Borrowing Request or a Letter of Credit Request, as applicable, in all respects and (ii) otherwiseaccordance with Article II hereto, in all material respects, in each case on and as duly executed by an Authorized Officer of the date Borrower, requesting the funding of such Borrowing the Loans or the date of issuance, amendment, renewal or extension of such the Letter of Credit, as applicable. (b) All representations and warranties made by the Borrower in any Financing Document (other than the representations and warranties set forth in Section 3.06, except the last sentence of Section 3.08, Section 3.13(c) and Section 3.13(e) hereof) shall be true and correct in all material respects (and to the case of extent that any such representation and warranty that expressly relates to a prior dateis otherwise qualified by materiality or material adverse effect, in which case such representation and warranty shall be so true and correct on in all respects), with all representations and warranties that are made as of a specified date being true and correct in all material respects (and to the extent that any such representation AMERICAS/2023601503.12023601503.8 73 and warranty is otherwise qualified by materiality or material adverse effect, such representation and warranty shall be true and correct in all respects) as of such prior specified date. (bc) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After giving effect to , or would occur as a result of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment . Each Borrowing and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit under this Section 4.02 shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01, 2.04(aclauses (b) or 2.06(b)and (c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation including, without limitation, the Borrowing of any Loanthe Term Loans), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement (including, without limitation, the representations and warranties set forth in Section 3.04(b) and Section 3.06) and the representations and warranties of the Guarantors set forth in the Loan Documents Guaranties 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After With respect to any Borrowing of Revolving Loans, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension extensions of such Letter of Credit, as applicable, the Aggregate sum of the Total Revolving Total Credit Exposure shall not exceed the lesser of Total Revolving Credit Commitments. (id) the Aggregate Revolving Commitment Each Borrowing and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01, 2.04(aparagraphs (a) or 2.06(b)and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents to which it is a party shall be true and correct in all material respects (i) in the case of the other than representations and warranties qualified as that are subject to materialitya Material Adverse Effect or a 88 4145-1594-0167.14145-1594-0167.7 materiality qualifier, in all respects which case such representations and (iiwarranties shall be true and correct) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior an earlier date, in which case such representation representations and warranty warranties shall be so true and correct on in all material respects (other than representations and warranties that were subject to a Material Adverse Effect or a materiality qualifier, in which case such representations and warranties shall have been true and correct) in each case as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect With respect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension issuance of any Letter of CreditCredit or the making of any Swingline Loan, ▇▇▇▇▇▇ USA there is no Defaulting Lender at the time such Swingline Loan is to be made or Letter of Credit is to be issued, unless the L/C Exposure or Swingline Exposure of such Defaulting Lender is re-allocated to non-Defaulting Lenders and/or the Borrower has Cash Collateralized or made other arrangements with respect to any such non-reallocated Exposure of such Defaulting Lender all in accordance with Section 2.22. Each Borrowing and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by STX and the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Section 4.02. For purposes of the foregoing, the Aggregate Revolving Exposure (or any component thereof) term “Borrowing” shall not exceed include the maximum amount thereof (continuation or conversion of Loans in which the maximum aggregate amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Loans is not being increased.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents 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 respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, except in the case applicable (it being understood and agreed that any representation or warranty which by its terms is made as of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty specified date shall be so required to be true and correct on and in all material respects only as of such prior specified date, and that any representation or warranty that is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) no Protective Advance shall be outstanding. (c) After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA Availability shall not be less than zero. Each Borrowing and the Borrowers each issuance, amendment or extension of a Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have been satisfied no obligation to, continue to make Loans requested by the Borrower Representative and thatan Issuing Bank may, after giving effect to such Borrowingbut shall have no obligation to, issue, amend or extend, or cause to be issued, amended or extended, any Letter of Credit requested by the Borrower Representative for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending or extending, or causing the issuance, amendment, renewal amendment or extension of a of, any such Letter of Credit, Credit is in the Aggregate Revolving Exposure (or any component thereof) shall not exceed best interests of the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (i) unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties qualified as in Sections 3.01 (first sentence with respect to materialitythe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in all respects Sections 2.01, 2.02 and (ii) otherwise, in all material respects2.04 through 2.08 of the Guarantee and Security Agreement, in each case such case, such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of or, as to any such representation and or warranty that expressly relates refers to a prior specific date, in which case such representation and warranty shall be so true and correct on and as of such prior specific date.; (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.; and (c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of either (i) the Aggregate Revolving Commitment and aggregate Covered Debt Amount (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the Aggregate Revolving Exposure conversion or continuation of a Borrowing as the same or a different Type (or any component without increase in the principal amount thereof) shall not exceed be considered to be the maximum amount thereof (or the maximum amount making of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)a Loan.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank Banks to issue, amend to increase the amount thereofincrease, renew or extend any Letter of Credit, on the date of the consummation of the Specified Acquisition (the “Specified Acquisition Closing Date”) is subject to receipt of the request therefor in accordance herewith and solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (i) Each of the Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (in the case of the Acquisition Agreement Representations, to the extent required pursuant to the definition thereof) at the time of, and after giving effect to, the making of the Loans on such date. (ii) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Company substantially in the form set forth in Exhibit K hereto. (iii) The Specified Acquisition shall have been consummated substantially concurrently with the making of the Loans on such date, in all material respects in accordance with the Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents or waivers, other than those modifications, amendments, supplements, consents or waivers by the Company that are materially adverse to JPMorgan Chase Bank, N.A. in its capacity as arranger and lender in connection with the financing for the Specified Acquisition Transactions (in such capacity, the “Specified Acquisition Arranger”) or the Lenders (in their capacities as such) without the Specified Acquisition Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that any change in the Merger Consideration (as defined in the Acquisition Agreement) shall not be deemed to be materially adverse to the interests of the Lenders or the Specified Acquisition Arranger and shall not require the consent of the Specified Acquisition Arranger if such change results in the number of shares of Parent Common Stock (as defined in the Acquisition Agreement) for which each share of Company Common Stock (as defined in the Acquisition Agreement), other than any Exception Shares (as defined in the Acquisition Agreement), may be converted pursuant to the Acquisition Agreement increasing or decreasing by 7.5% or less. (iv) Since January 16, 2019, no event or events shall have occurred that have had or would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on January 16, 2019) on First Data. (v) The Administrative Agent and the Lenders shall have received (A) all fees required to be paid under this Agreement on or prior to the Specified Acquisition Closing Date and, to the extent payable to the Lenders under this Agreement or their Affiliates on or prior to the Specified Acquisition Closing Date, all fees required to be paid pursuant to the terms of the Bridge Facility Fee Letter, dated as of January 16, 2019, by and between the Company and the Specified Acquisition Arranger or the definitive documentation in respect of the Bridge Facility (as such term is used in such Bridge Facility Fee Letter) on or prior to the Specified Acquisition Closing Date, and (B) to the extent invoiced at least three business days prior to the Specified Acquisition Closing Date, expenses required to be paid hereunder on or prior to the Specified Acquisition Closing Date. (vi) All obligations (other than contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing third party debt) for borrowed money of First Data and its subsidiaries under the instruments set forth on Schedule 4.02(a)(ix) shall have been (or substantially concurrently with the making of the Loans on such date shall be) repaid or satisfied and discharged, and in connection therewith all guarantees and liens shall have been released, on or prior to the Specified Acquisition Closing Date. (vii) The Administrative Agent shall have received a certificate from a responsible officer of the Company certifying as to the satisfaction of the condition precedent contained in Section 4.02(a)(i) (solely with respect to the Specified Representations), (iii) and (iv). (b) The obligation of each Lender to make a Loan, and of the Issuing Banks to issue, increase, renew or extend any Letter of Credit, other than on the date of the consummation of the Specified Acquisition, is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (i) (a) The representations and warranties of each Loan Party the Borrowers set forth in this Agreement (other than the Loan Documents representations contained in Sections 3.04(a) and, 3.12(b) and 3.18) 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 (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects, in each case ) on and as of the date of such Borrowing Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) or the date of issuance, amendmentamendment to increase, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (ii) (b) At the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendmentamendment to increase, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect to such Borrowing In the case of a Loan or the issuance, amendment, renewal or extension of such Letter of CreditCredit denominated in a Foreign Currency or to a Subsidiary Borrower that is not a Domestic Subsidiary, the Aggregate Revolving Total Exposure no law or regulation shall not exceed the lesser of (i) the Aggregate Revolving Commitment prohibit, and (ii) the Borrowing Base. On the date no order, judgment or decree of any Borrowing (other than Governmental Authority shall enjoin, prohibit or restrain, any conversion Lender from making the requested Loan or continuation any Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount of any Loan) or participating in the Letter of Credit requested to be issued, renewed, extended or increased. Each Loan and each issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendmentincrease, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereofCredit pursuant to this Section 4.02(b) shall not exceed be deemed to constitute a representation and warranty by the maximum amount Borrowers on the date thereof (or as to the maximum amount of any such component) matters specified in paragraphs (ai) and (bii) of this Section 2.01, 2.04(a) or 2.06(b4.02(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in this Agreement and the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in or, if they are not true and correct, the case applicable Administrative Agent and the Required Lenders shall have determined to make any Loan or instruct the Issuing Bank to issue any Letters of any Credit, notwithstanding that such representation and or warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior dateis untrue or incorrect. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuingcontinuing or, if there then shall be any Default or Event of Default, the applicable Administrative Agent and the Required Lenders shall have determined to make such Borrowing or instruct the Issuing Bank to issue such Letter of Credit notwithstanding such Default or Event of Default. (c) After giving effect to such any Borrowing or the issuance of any Letter of Credit, (i) US Availability equal or exceed $1.00; (ii) UK Availability equal or exceed $1.00; and (iii) Belgian Availability equal or exceed $1.00; provided that if the condition in clause (c)(i) is satisfied but either conditions in clause (c)(ii) or (c)(iii) is not satisfied, the US Borrowers may request Borrowings, the proceeds of which are used to cure the failure to meet the condition(s) in clauses (c)(ii) or (c)(iii) or both; provided further that such Borrowing is requested not later than two US Business Days after the failure to satisfy such clause (c)(ii) or (iii). Each Borrowing and each issuance, amendment, renewal or extension of such a Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by each Borrower on the conditions date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the Loan Documents this Agreement 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect to such any Borrowing or the issuance of any Letter of Credit, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s Revolving Commitment, and (ii) the total Revolving Credit Exposures shall not exceed the amount equal to: (A) the lesser of the total Revolving Commitments and the Aggregate Borrowing Base minus (B) the Availability Block minus (C) the Pension Reserve. Each Borrowing and each issuance, amendment, renewal or extension of such a Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have been satisfied no obligation to, continue to make Loans and thatan Issuing Bank may, after giving effect but shall have no obligation to, issue or cause to such Borrowing, or such issuance, amendment, renewal or extension of a be issued any Letter of Credit, Credit for the Aggregate Revolving Exposure (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or any component thereof) shall not exceed the maximum amount thereof (issuing or the maximum amount of causing to be issued any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.06(b)the best interests of the Lenders.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any a conversion or continuation of any Loanan outstanding Borrowing and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e), ) and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit), is shall be subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (ai) The representations and warranties of Goodyear, the European J.V. and each Loan Party other Borrower set forth in this Agreement and of each J.V Loan Party in the Loan other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) 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 to the rights or interests of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in with the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct same effect as though made on and as of such prior date, except to the extent such representations and warranties expressly relate to an earlier date. (bii) At the time of and immediately after giving effect to such Borrowing no Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing. (b) The obligation of the issuance, amendment, renewal or extension Swingline Lender to make a Swingline Loan on the occasion of any Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e) shall be subject to the satisfaction of the condition that at the time of and immediately after giving effect to such Letter of Credit, as applicableBorrowing, no Event of Default shall have occurred and be continuing. (c) After giving effect to such Each Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by Goodyear, the Aggregate Revolving Exposure (or any component thereof) shall not exceed European J.V. and each other Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01paragraphs (a) and (b) of subsection (a) above or in subsection (b) above, 2.04(a) or 2.06(b)as the case may be.

Each Credit Event. The obligation of each any Lender to make a Loan on Credit Extension hereunder (including the occasion of any initial Borrowing (other than any conversion or continuation of any Loanhereunder), and of which in each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Creditcase shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party the Borrower set forth in this Agreement and of the other Loan Documents to which it is a party, shall be true and correct in all material respects (i) in the case of the representations and warranties unless any such representation or warranty is qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing materiality or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior dateMaterial Adverse Effect, in which case such representation and warranty shall be so true and correct in all respects) on and as of the date of such prior Credit Extension, both before and immediately after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date., in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.2 and after the delivery of any statements furnished pursuant to Sections 5.1(a) and 5.1(b), the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.1(a) and 5.1(b), respectively; (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, no Default shall have occurred and be continuing.continuing and the Required Lenders shall not have demanded payment of the Obligations; (c) After at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit Extension, the Aggregate total Revolving Total Exposure Credit Exposures shall not exceed the lesser Revolving Line Portions, the aggregate outstanding principal amount of (i) Bridge Loans shall not exceed the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA Bridge Loan Sublimit and the Borrowers Bridge Loan Cushion shall not be less than 150% of the aggregate outstanding principal amount of Bridge Loans; (d) Administrative Agent shall have received a Borrowing Request, in accordance with the requirements of this Agreement; and (e) following a Conversion to Approving Lenders Funding Date, no Approving Lender’s Credit Exposure shall exceed such Approving Lender’s Revolving Line Portion. The Borrower shall be deemed to have represented make a representation and warranted that warranty to Administrative Agent and the conditions Lenders on the date of each Credit Extension hereunder as to the matters specified in paragraphs clauses (a), (b), (c) and (ce) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)4.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditionsconditions and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (cb) After at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Aggregate Revolving Total Exposure Loan Documents shall not exceed the lesser of (i) the Aggregate Revolving Commitment be true and (ii) the Borrowing Base. On the date of any Borrowing correct in all material respects (other than any conversion those representations and warranties that are expressly qualified by a Material Adverse Effect or continuation of any Loan) or the issuanceother materiality, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA in which case such representations and the Borrowers warranties shall be deemed to have represented true and warranted that the conditions specified correct in paragraphs (aall respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (bother than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) and as of such earlier date; (c) the Borrower shall have delivered the required Notice of this Section have been satisfied and thatBorrowing; (d) to the extent any 364 Day Bridge Senior Unsecured Indebtedness is outstanding, after giving effect to such Borrowing, the Borrower is in compliance with clause (b) of the definition of 364 Day Bridge Senior Unsecured Indebtedness; and (e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or such the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Aggregate Revolving Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure (and Swingline Exposure is fully covered or any component thereof) shall not exceed the maximum amount thereof (eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or the maximum amount renewal of any such component) Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 2.01, 2.04(a) or 2.06(b)3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loanincluding the initial funding), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.: (ca) After giving effect with respect to such any Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of CreditCredit after the Effective Date, no Default or Event of Default shall have occurred and be continuing; (b) with respect to any Borrowing or issuance, amendment, renewal or extension of a Letter of Credit (i) on the Effective Date, the Aggregate Revolving Exposure Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) after the Effective Date, the representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such specified earlier date; and (c) the receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or any component thereof) shall not exceed a request for a Letter of Credit and related Letter of Credit Agreement in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the maximum amount thereof (issuance, amendment, renewal or the maximum amount extension of any such component) Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 2.01, 2.04(a6.02(a) or 2.06(bthrough (c).

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank Banks to issue, amend to increase the amount thereofincrease, renew or extend any Letter of Credit, on the date of the consummation of the Specified Acquisition (the “Specified Acquisition Closing Date”) is subject to receipt of the request therefor in accordance herewith and solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (ai) Each of the Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (in the case of the Acquisition Agreement Representations, to the extent required pursuant to the definition thereof) at the time of, and after giving effect to, the making of the Loans on such date. (ii) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Company substantially in the form set forth in Exhibit K hereto. (iii) The Specified Acquisition shall have been consummated substantially concurrently with the making of the Loans on such date, in all material respects in accordance with the Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents or waivers, other than those modifications, amendments, supplements, consents or waivers by the Company that are materially adverse to JPMorgan Chase Bank, N.A. in its capacity as arranger and lender in connection with the financing for the Specified Acquisition Transactions (in such capacity, the “Specified Acquisition Arranger”) or the Lenders (in their capacities as such) without the Specified Acquisition Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that any change in the Merger Consideration (as defined in the Acquisition Agreement) shall not be deemed to be materially adverse to the interests of the Lenders or the Specified Acquisition Arranger and shall not require the consent of the Specified Acquisition Arranger if such change results in the number of shares of Parent Common Stock (as defined in the Acquisition Agreement) for which each share of Company Common Stock (as defined in the Acquisition Agreement), other than any Exception Shares (as defined in the Acquisition Agreement), may be converted pursuant to the Acquisition Agreement increasing or decreasing by 7.5% or less. (iv) Since January 16, 2019, no event or events shall have occurred that have had or would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on January 16, 2019) on First Data. (v) The Administrative Agent and the Lenders shall have received (Ai) all fees required to be paid under this Agreement on or prior to the Specified Acquisition Closing Date #9168213v14 83 and, to the extent payable to the Lenders under this Agreement or their Affiliates on or prior to the Specified Acquisition Closing Date, all fees required to be paid pursuant to the terms of (A) the Permanent Loan Financing Fee Letter, dated as of January 16, 2019, by and between the Company and the Specified Acquisition Arranger (the “Permanent Financing Fee Letter”) and (B) the Bridge Facility Fee Letter, dated as of January 16, 2019, by and between the Company and the Specified Acquisition Arranger or the definitive documentation in respect of the Bridge Facility (as such term is used in such Bridge Facility Fee Letter), in each case, on or prior to the Specified Acquisition Closing Date, and (Bii) to the extent invoiced at least three business days(3) Business Days prior to the Specified Acquisition Closing Date, expenses required to be paid hereunder on or prior to the Specified Acquisition Closing Date. (vi) All obligations (other than contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing third party debt) for borrowed money of First Data and its subsidiaries under the instruments set forth on Schedule 4.02(a)(ixvi) shall have been (or substantially concurrently with the making of the Loans on such date shall be) repaid or satisfied and discharged, and in connection therewith all guarantees and liens shall have been released, on or prior to the Specified Acquisition Closing Date. (vii) The Administrative Agent shall have received a certificate from a responsible officer of the Company certifying as to the satisfaction of the condition precedent contained in Section 4.02(a)(i) (solely with respect to the Specified Representations), (iii) and (iv). (b) The obligation of each Lender to make a Loan, and of the Issuing Banks to issue, increase, renew or extend any Letter of Credit, other than on the date of the consummation of the Specified Acquisition, is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (i) The representations and warranties of each Loan Party the Borrowers set forth in this Agreement (other than the Loan Documents representations contained in Sections 3.04(a), 3.12(b) and 3.18) 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 (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects, in each case ) on and as of the date of such Borrowing Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) or the date of issuance, amendmentamendment to increase, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (bii) At the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendmentamendment to increase, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (ciii) After giving effect to such Borrowing In the case of a Loan or the issuance, amendment, renewal or extension of such Letter of CreditCredit denominated in a Foreign Currency or to a Subsidiary Borrower that is not a Domestic Subsidiary, the Aggregate Revolving Total Exposure no law or regulation shall not exceed the lesser of (i) the Aggregate Revolving Commitment prohibit, and (ii) the Borrowing Base. On the date no order, judgment or decree of any Borrowing (other than Governmental Authority shall enjoin, prohibit or restrain, any conversion Lender from making the requested Loan or continuation any Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount of any Loan) or participating in the Letter of Credit requested to be issued, renewed, extended or increased. Each Loan and each issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendmentincrease, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereofCredit pursuant to this Section 4.02(b) shall not exceed be deemed to constitute a representation and warranty by the maximum amount Borrowers on the date thereof (or as to the maximum amount of any such component) matters specified in paragraphs (i) and (ii) of this Section 2.01, 2.04(a) or 2.06(b4.02(b).. #9168213v14 84

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The (i) as of the Effective Date, each of the HD Supply Acquisition Agreement Representations and the Specified Representations shall be true, correct, and complete, in all material respects (except that any representations and warranties which is subject to any materiality qualifier shall be true, correct and complete in all respects), and (ii) at and as of the date of each Borrowing or issuance, amendment, renewal or extension of any Letter of Credit made after the Effective Date, the representations and warranties of each Loan Party the Borrower and Anixter set forth in the Loan Documents shall be true and correct in all material respects (i) in the case of the except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified as to materiality, or modified by materiality in all respects and (iithe text thereof) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, as though made on and as of such date (except in to the case of any extent that such representation and warranty that expressly relates representations or warranties related solely to a prior an earlier date, in which case such representation representations and warranty warranties shall be so true and correct on in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such prior earlier date). (b) At (i) as of the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableEffective Date, no Default Potential Amortization Event or Amortization Event (other than an Amortization Event described in clause (c) of Article IX (or a related Potential Amortization Event) not in respect of the Specified Representations and the “Specified Representations” under and as defined in the Inventory Facility Credit Agreement) shall have occurred and be continuing. (c) After giving effect to such , nor shall either result from the making of any Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, as applicable, made after the Aggregate Revolving Exposure Effective Date; (or any component thereofii) shall not exceed at and as of the maximum amount thereof (date of each Borrowing or the maximum amount issuance, amendment, renewal or extension of any such componenta Letter of Credit made after the Effective Date, no Potential Amortization Event or Amortization Event shall have occurred and be continuing, and (iiiii) specified in Section 2.01, 2.04(a) or 2.06(b)no Protective Advance shall be outstanding.

Each Credit Event. The obligation of each Lender (as applicable) to make a Loan on the occasion of any Borrowing (other than any conversion or continuation Borrowing, of each Swingline Lender to make a Swingline Loan on the occasion of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Credit Party set forth in the this Agreement or in any other Loan Documents Document shall be true and correct in all material respects (i) in the case of the except as to those representations and warranties qualified as subject to materialitya materiality qualifier, which shall be true and correct in all respects and (iirespects) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on in all material respects (except as to those representations and warranties subject to a materiality qualifier, which shall be true and correct in all respects) as of such prior earlier date, and except for those which shall be no longer true due to changes in facts, circumstances or conditions not prohibited under the Loan Documents. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect With respect to such Borrowing (i) any requested Borrowings, the Borrower shall have complied with Section 2.03 or Section 2.04, as applicable, and (ii) the request for the issuance, amendment, renewal or extension of such Letter any Letters of Credit, the Aggregate Revolving Total Exposure Borrower shall not exceed the lesser have complied with Section 2.05(b). (d) The Administrative Agent shall have received a Borrowing Base Certificate signed by a Financial Officer of (i) the Aggregate Revolving Commitment Borrower. Each Borrowing and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01, 2.04(a) or 2.06(b)this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than including the initial funding but excluding any conversion or continuation of any LoanLoans pursuant to Section 2.04), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) as of such specified earlier date. (c) After The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash exists. (e) Prior to the Aggregate Revolving Total Exposure shall not exceed the lesser of IPO Effective Date, (i) the Aggregate Revolving Commitment requirements of Section 5.4(j) (or any similar or successor section) of the DPM HoldCo LLCA, to the extent applicable to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, have been satisfied and (ii) if requested by the Borrowing BaseAdministrative Agent, the Administrative Agent shall have received duly executed resolutions or consents demonstrating compliance with such Section 5.4(j) (or any similar or successor section) of the DPM HoldCo LLCA. On the date of any Each request for a Borrowing (other than any a conversion or continuation of any LoanLoans) or and each request for the issuance, amendment to increase the amount thereofamendment, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (aSection 6.02(a), (b), (d) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(be)(i).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loanincluding the initial funding), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations Administrative Agent and warranties the Lenders shall have received all fees and other amounts due and payable, including to the extent invoiced, reimbursement or payment of each Loan Party set forth in all out-of-pocket expenses required to be reimbursed or paid by the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date.Borrower hereunder; (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing.; (c) After [Reserved]; (d) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents, including regarding the absence of any event, development or circumstance giving effect rise to a Material Adverse Effect and no litigation as set forth in Sections 7.04(b) and 7.05, respectively, shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except, in each case, to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date. Notwithstanding the foregoing, and notwithstanding Section 6.01(s) as it relates to the representations and warranties under the 2013 Credit Agreement, the only representations the accuracy of which shall be a condition to the availability of Loans under this Agreement on the Effective Date shall be the Catarina Property PSA Representations and the Specified Representations. The failure of any representation or warranty with respect to the Borrower or any of its Subsidiaries (other than the Catarina Property PSA Representations or the Specified Representations) to be accurate on the Effective Date will not constitute the failure of a condition precedent to the funding of the initial Loan under this Agreement but will instead constitute a Default which may be cured within a period of 10 days after the Effective Date and which will not in and of itself constitute a failure of a condition precedent to funding; (e) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Aggregate Revolving Total Exposure Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall not exceed have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion making or continuation repayment of any Loan) or , the issuance, amendment to increase amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the amount thereofconsummation of the transactions contemplated by this Agreement or any other Loan Document; and (f) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect Borrower on the date thereof as to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) matters specified in Section 2.01, 2.04(a6.02(a) or 2.06(bthrough (f).

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank Banks to issue, amend to increase the amount thereofamend, renew review or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents 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 respects on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and in all material respects as of such prior dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After The Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the case of any Borrowing, or issuance, amendment, extension or increase of a Letter of Credit occurring on or after the Amendment No. 5 Effective Date, at the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, the Aggregate Revolving Total Exposure as applicable, Liquidity shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the be less than $1,500,000,0001,000,000,000. Each Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to amendment, extension or increase the amount thereof, renewal or extension of any a Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers as applicable, shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a), (b) and (cb) of this Section 4.02 have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of CreditCredit (including on the Effective Date, the Initial Term Loans) is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of a Loan made to pay the representations purchase price and warranties qualified as related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to materialitysuch merger, in all respects consolidation or acquisition) and the Specified Purchase Agreement Representations (iiimmediately prior to giving effect to such merger, consolidation or acquisition) otherwise, shall be true and correct in all material respects, in each case respects on and as of the date of such Borrowing Loan, or (ii) in the case of any other Loan or issuance amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of any such representation a Loan made to pay the purchase price and warranty that expressly relates to related fees and expenses in respect of a prior dateSpecified Purchase, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing.; and 112 Revolving Credit Agreement (c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of Covered Debt Amount (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowingextension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), or such which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01, 2.04(a) or 2.06(b)the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each any U.S. Issuing Bank or Canadian Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any U.S. $ Letter of Credit or C $ Letter of Credit, as the case may be, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such U.S. $ Letter of Credit or C $ Letter of Credit, as applicable, except in to the case of any extent that such representation representations and warranty that warranties expressly relates relate to a prior an earlier date, in which case such representation representations and warranty shall warranties, shall, to such extent, be so true and correct on and in all material respects as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such U.S. $ Letter of Credit or C $ Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After With respect to any Delayed Draw Term Borrowing, at the time of and immediately after giving effect to such Borrowing or (and the issuance, amendment, renewal or extension of such Letter of CreditPermitted Acquisition financed in connection therewith), the Aggregate Revolving Total Exposure Senior Leverage Ratio shall not exceed the lesser of (i) the Aggregate Revolving Commitment on any date prior to June 5, 2000, 4.20 to 1.00 and (ii) on June 5, 2000 or any date thereafter, 4.15 to 1.00. (d) The U.S. Administrative Agent and, in the Borrowing Base. On the date case of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such a C $ Revolving Borrowing, or such the Canadian Administrative Agent, shall have received a Borrowing Request executed by the U.S. Borrower, and, in the case of a C $ Revolving Borrowing, the Canadian Borrower. Each Borrowing and each issuance, amendment, renewal or extension of a U.S. $ Letter of Credit, Credit or C $ Letter of Credit shall be deemed to constitute a representation and warranty by Parent and the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrowers on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in paragraphs (a) and (b) of this Section 2.01and, 2.04(awith respect to any Delayed Draw Term Borrowing, paragraph (c) or 2.06(b)of this Section.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any a conversion or continuation of any Loanan outstanding Borrowing and other than a Borrowing to reimburse an LC Disbursement made pursuant to Section 2.03(e), ) and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is shall be subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a1) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and in the Loan other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) 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 to the rights or interests of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in with the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct same effect as though made on and as of such prior date, except to the extent such representations and warranties expressly relate to an earlier date. (b2) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the aggregate Credit Exposure shall not exceed the Borrowing Base Availability then in effect. (3) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing. (cb) After giving effect The obligation of each Lender to such make a Loan on the occasion of any Borrowing or deemed to have been requested by the issuance, amendment, renewal or extension Borrower to reimburse an LC Disbursement pursuant to Section 2.03(e) shall be subject to the satisfaction of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of conditions that (i) at the Aggregate Revolving Commitment time of and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, immediately after giving effect to such Borrowing, or no Event of Default shall have occurred and be continuing, and (ii) after giving effect to such Borrowing, the aggregate Credit Exposure shall not exceed the Borrowing Base Availability then in effect. (c) Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01clauses (1), 2.04(a(2) and (3) of paragraph (a) above or 2.06(b)in paragraph (b) above, as the case may be.

Each Credit Event. The obligation of each Lender to make a Loan (but excluding Loans, the proceeds of which are to reimburse the Administrative Agent for Agent Advances) on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (cb) After at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of the Aggregate Revolving Total Exposure Borrowers set forth in the Loan Documents shall not exceed the lesser be true and correct in all material respects on and as of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, except to the extent such representations and warranties expressly relate to an earlier date (other than any conversion in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in each case before and after giving effect thereto; (c) since the date of the financial statements of the Company described in Section 4.5, there shall have been no change which has had or continuation could reasonably be expected to have a Material Adverse Effect; (d) the Administrative Borrower shall have delivered the required Notice of Borrowing, if applicable; (e) Excess Availability at the time of any Loanrequest for a Borrowing or issuance, of a Letter of Credit hereunder is greater than or equal to the amount of such requested Loan or Letter of Credit; and (f) the Administrative Agent shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment to increase the amount thereofamendment, renewal or extension of any such Letter of Credit, ▇▇▇▇▇▇ USA as applicable, the Issuing Bank will not be required to issue any Letter of Credit or to extend, renew or amend any outstanding Letter of Credit and the Swingline Lender will not be required to make any Swingline Loan, unless the Issuing Bank or the Swingline Lender, as the case may be, is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrowers Cash Collateralizing the obligations of the Borrowers in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that no such Cash Collateralization will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)3.2.

Each Credit Event. The obligation of each Lender to make a any Loan (including, on the occasion of any Borrowing (other than any conversion or continuation of any LoanEffective Date, the Initial Term Loans), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct 4.2.1. (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the representations Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and warranties qualified as the Specified Purchase Agreement Representations (immediately prior to materialitygiving effect to such merger, in all respects consolidation or acquisition) shall be true and (ii) otherwise, correct in all material respects, in each case respects on and as of the date of such Borrowing Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; 4.2.2. in the case of any such representation and warranty that expressly relates to Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a prior dateCommitment Increase under the Term Commitments in connection with a Specified Purchase), in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.; 4.2.3. either (ci) After the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and 4.2.4. the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit as required by Section 2.03, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion 2.04 or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a2.05(b), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).as applicable. [[6408684]]

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew renew, or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations at the time of and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as immediately after giving effect to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicable, except in the case no Default or Event of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty Default shall be so true and correct on and as of such prior date.exist; (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default all representations and warranties of each Loan Party set forth in the Loan Documents shall have occurred be true and be continuing.correct in all material respects; (c) After since the date of the most recent financial statements of the Borrower described in Section 5.1(a), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Notice of Borrowing; and (e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. In addition to other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Aggregate Revolving Total Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless in each case it is satisfied that all related LC Exposure shall not exceed and Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender is fully covered or eliminated by any combination satisfactory to the lesser relevant Issuing Bank or the Swingline Lender, as the case may be, of the following: (i) in the Aggregate Revolving Commitment case of a Defaulting Lender, the LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit and Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 2.25(a)(i); and (ii) in the Borrowing Base. On case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the date provisions of Section 2.25(a)(ii), the Borrower Cash Collateralizes its payment and reimbursement obligations with respect to such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the Issuing Banks and the Swingline Lender, as the case may be, to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing (other than any conversion or continuation of any Loan) or the and each issuance, amendment to increase the amount thereofamendment, extension, or renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After giving effect In the case of a Borrowing or Letter of Credit to be denominated in an Alternative Currency, such currency remains an Eligible Currency. On the date of any Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (cb) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) 2.01 or 2.06(b2.05(b).

Each Credit Event. The obligation of each Lender to make a any Loan (including, on the occasion of any Borrowing (other than any conversion or continuation of any LoanFirst Amendment Effective Date, the Initial Term Loans), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of a Loan made to pay the representations purchase price and warranties qualified as related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to materialitysuch merger, in all respects consolidation or acquisition) and the Specified Purchase Agreement Representations (iiimmediately prior to giving effect to such merger, consolidation or acquisition) otherwise, shall be true and correct in all material respects, in each case respects on and as of the date of such Borrowing Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents (other than the representations and warranties set forth in Section 2.01 and Section 2.04 of the Guarantee and Security Agreement) shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of any such representation a Loan made to pay the purchase price and warranty that expressly relates to related fees and expenses in respect of a prior dateSpecified Purchase, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At at the time of and immediately after giving effect to such Borrowing Loan, no Event of Default under Section 7.01(a), (b), (i), (j), (k) or (n) shall have occurred and be continuing, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing. (c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).;

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Loan), Lender outstanding) and of each the Issuing Bank Lender to issue, amend to increase the amount thereofamend, renew or extend any a Letter of CreditCredit (each such event, a “Credit Event”) on any date is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party Holdings and the Company set forth in this Agreement (other than those set forth in Sections 3.5(c) and 3.6(a) on any date other than the Loan Documents Effective Date) shall be true and correct in all material respects (i) in the case of the provided that such representations and warranties qualified as to materiality, in all respects materiality shall be true and (iicorrect) otherwise, in all material respects, in each case on and as of the date of such Borrowing or with the date of issuance, amendment, renewal or extension same effect as though made on and as of such Letter of Credit, as applicabledate, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior an earlier date, in which case such representation those representations and warranty shall warranties will be so true and correct on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After At the time of and immediately after giving effect to such Borrowing (and the use of the proceeds thereof) or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Aggregate Revolving Total Exposure Company shall not exceed be in compliance with the lesser Consolidated Leverage Ratio set forth in Section 5.13(a). Such pro forma Consolidated Leverage Ratio shall be calculated using Consolidated EBITDA for the most recent period of (i) the Aggregate Revolving Commitment four consecutive fiscal quarters ended prior to such date for which financial statements are available. Each Borrowing and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereofamendment, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Company on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default or Event of Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Loan, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representation and warranty is qualified by materiality, material adverse effect or similar qualification, in which case such representation and warranty shall be true and correct in all respects. (c) The making of each Loan would not cause any Lender to violate or exceed any applicable Governmental Requirement and no Change in Law shall have occurred which does, in either case, enjoin, prohibit or restrain the making or repayment of any Loan or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (d) After giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditLoan, the Aggregate Revolving Total Exposure Borrower shall not exceed be in compliance with Section 9.01. (e) For each Loan other than the lesser of Initial Term Loans, the Consolidated Cash Balance and the pro forma Consolidated Cash Balance after giving effect to (i) the Aggregate Revolving Commitment such Loans, and (ii) the Borrowing Base. On use of the proceeds thereof within five (5) Business Days of the date such Loan is made, which use of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers proceeds shall be deemed permitted hereunder and certified to in the applicable Borrowing Request, in each case, shall not exceed $30,000,000. (f) The receipt by the Administrative Agent of a Borrowing Request in accordance with ‎Section 2.03(b), and in each instance the certificate referenced in Section 6.02(g) below. (g) After the Effective Date, the Borrower shall have represented delivered a certificate to the Administrative Agent representing and warranted that warranting on the conditions date thereof to the matters specified in paragraphs (aSection 6.02(a), (b), (d) and (ce) of this Section have been satisfied (and that, after giving effect attached to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in certificate are reasonably detailed calculations demonstrating compliance with Section 2.01, 2.04(a) or 2.06(b9.01).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The a. the representations and warranties of each Loan Party the Company set forth in the Loan Documents this Agreement shall be true and correct in all material respects (i) in the case of the representations and warranties unless already qualified as to by materiality, in all respects which case, such representation and (ii) otherwise, warranty shall be true and correct in all material respects, in each case ) on and as of the date of such Borrowing or the date of issuance(or, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of if any such representation and or warranty that is expressly relates stated to have been made as of a prior specified date, in which case such representation and warranty shall be so true and correct on and as of such prior specified date.); (b) At b. at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default shall have occurred and be continuing.; (c) After giving effect c. the Administrative Agent and, if applicable, the Issuing Lender, shall have received a Borrowing Request, or an Application, as applicable, in accordance with the requirements hereof; and d. with respect to the initial proposed Borrowing after the Closing Date to any particular Foreign Subsidiary Borrower, the Administrative Agent shall have received a satisfactory legal opinion setting forth substantially the matters in the opinions designated in Exhibit D annexed hereto except as otherwise agreed by the Administrative Agent and such other matters as the Administrative Agent may reasonably request with respect to such Foreign Subsidiary Borrower. Each Borrowing or the issuanceby, amendment, renewal or extension and issuance of such a Letter of CreditCredit on behalf of, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented constitute a representation and warranted warranty by the Company on the date thereof as to the matters specified in the preceding sentence. Notwithstanding anything in this Section 5.02 to the contrary, to the extent that the proceeds of any Incremental Facility are to be used to finance a permitted Investment that is a Limited Conditionality Transaction, the only conditions specified precedent to the funding of such Borrowings shall be the conditions precedent set forth in paragraphs (a), (bSection 2.06(d) and (c) of this Section have been satisfied and that, after giving effect in the related amendment or joinder with respect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Incremental Facility.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each any Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party set forth in the Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, except to the extent such representations and warranties expressly relate to an earlier or later date, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date.; and (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect to such Borrowing or ; provided, however, that for purposes of determining the issuancesatisfaction of the conditions set forth in this Section 4.03 in connection with the making of the Delayed Draw Term Loans on the Delayed Draw Funding Date, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment reference in Section 3.04(d) of this Agreement to a “material adverse change” shall be deemed to refer solely to a “Material Adverse Effect” (as defined in the Securities Purchase Agreement) and (ii) the Borrowing Base. On accuracy of all representations and warranties set forth in the date of any Borrowing Loan Documents (other than any conversion or continuation (A) representations and warranties of any LoanAmSan relating to due organization, execution, delivery and enforceability of the Loan Documents and (B) or such other representations and warranties of AmSan in the issuanceSecurities Purchase Agreement as are relevant to the interests of the Lenders, amendment but, in the case of the immediately preceding clause (B), only to increase the amount thereof, renewal or extension extent that a breach of any Letter such representations and warranties would result in a failure of Credit, ▇▇▇▇▇▇ USA a condition to the consummation of the AmSan Acquisition) and the Borrowers absence of a Default shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after determined before giving effect to such Borrowing, or such the AmSan Acquisition. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01, 2.04(aparagraphs (a) or 2.06(b)and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (aconditions:(i) The representations and warranties of each Loan Party set forth in the case of a Loan Documents made in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) 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 respects on and as of the date of such Borrowing Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any such representation and warranty that expressly relates to Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a prior date, Loan made in which case such representation and warranty shall be so true and correct on and as of such prior date. (bconnection with a Commitment Increase in connection with a Specified Purchase) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. ; and (c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of either (i) the Aggregate Revolving Commitment and Covered Debt Amount (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, immediately after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or credit and any component thereofConcurrent Transaction) shall not exceed the maximum amount thereof Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (or ii) the maximum amount Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such component) specified in Section 2.01extension of credit and any concurrent acquisitions of Portfolio Investments or, 2.04(a) or 2.06(b).any Concurrent 128 Revolving Credit and Term Loan Agreement

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that the following conditions shall not apply to any extensions of credit or Borrowings under Section 2.20 or Section 2.23: (a) i. The representations and warranties of each Loan Party set forth in the Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any may be; provided that, to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and in all material respects as of such prior earlier date; provided further that any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) ii. At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) After giving effect to such iii. The Administrative Agent or, if applicable, the Swingline Lender, shall have received an executed Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing amendment (other than any conversion or continuation an amendment in respect of any Loan) or the issuance, amendment to a then outstanding Letter of Credit that does not increase the face amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, Credit after the Aggregate Revolving Exposure (or any component thereof) Effective Date shall not exceed be deemed to constitute a representation and warranty by the maximum amount thereof (or Borrower on the maximum amount date of any such component) the applicable Borrowing as to the matters specified in Section 2.01, 2.04(aclauses (a) or 2.06(b)and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 respects on and as of the date of such Borrowing or before and after giving effect to such Borrowing and to the date application of issuance, amendment, renewal or extension of such Letter of Creditproceeds therefrom, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct though made on and as of such prior date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or 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 in all respects on the date of such Credit Extension or on such earlier date, as the case may be (after giving effect to such qualification). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. (c) After Solely to the extent that immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditBorrowing, the Aggregate Revolving Total Exposure aggregate outstanding principal amount of Loans represents more than 30% of the aggregate Commitments, at the time of and immediately after giving effect to such Borrowing, the Borrower shall be in compliance with the covenants set forth in Section 6.08 and Section 6.09 for the Test Period most recently ended on a pro forma basis. (d) Solely to the extent that immediately after giving effect to such Borrowing, the aggregate outstanding principal amount of Loans represents more than 30% of the aggregate Commitments, at the time of and immediately after giving effect to such Borrowing, the Borrower shall be in compliance with the Guarantor Coverage Test for the Test Period most recently ended. (e) The Administrative Agent shall have received a notice of borrowing in accordance with Article II hereof. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not exceed the lesser constitute a “Borrowing” for purposes of (ithis Section) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and, if applicable, (c) and (cd) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation Borrowing, of any the Swingline Lender to make a Swingline Loan), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is and any reallocation of a Defaulting Lender’s participation in LC Exposure and Swingline Loans as provided in Section 2.21, shall be subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (i) in except that such materiality qualifier shall not be applicable to the case of the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit or such reallocation, as applicable, except to materialitythe extent any such representations and warranties are expressly limited to an earlier date, in all respects and (ii) otherwisewhich case, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation representations and warranty that expressly relates warranties shall continue to a prior date, in which case such representation and warranty shall be so true and correct on in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) as of such prior specified earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, or such reallocation, as applicable, no Default shall have occurred and be continuing. (c) After With respect to any Revolving Borrowing requested at any time prior to the termination of the Non-Extended Facility, immediately prior to and immediately after giving effect to such Revolving Borrowing, there shall be no unused commitments to advance loans under the Non-Extended Facility; provided that this clause (c) shall not apply to the issuance, amendment, renewal, or extension of Letters of Credit or the making of Swingline Loans under this Agreement. (d) With respect to any Borrowing, if the aggregate amount of Available Cash would exceed $500,000,000 after giving effect to such Borrowing and any other transactions occurring prior to or substantially simultaneously with such Borrowing, but excluding the effect of any other transactions that have not occurred prior to or substantially simultaneously with such Borrowing, then the applicable Borrower shall have delivered to the Administrative Agent a Use of Proceeds Certificate with respect to such Borrowing, which certificate shall include, among other items, a certification from such Borrower (A) as to the proposed use of the proceeds of such Borrowing, which shall be a purpose permitted by Section 5.08, and (B) that the proceeds of such Borrowing shall be used within five Business Days after the making of such Borrowing for such specified purpose, or will otherwise be repaid to the extent required pursuant to Section 2.11(c). (e) With respect to any Borrowing or issuance, amendment, renewal, or extension of any Letter of Credit requested by the US Borrower, the US Borrower shall be in Pro Forma Compliance with the US Sub-Facility Limit immediately after giving effect to such extension of credit and any application of proceeds and other transactions occurring on the same date (as demonstrated in a duly executed Compliance Certificate with respect to the US Sub-Facility Limit dated as of the date of such requested credit extension and delivered by the US Borrower to the Administrative Agent). (f) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.04. Each of the giving of the applicable Notice of Borrowing, the acceptance by a Borrower of the proceeds of such Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers reallocation of such Defaulting Lender’s participation in the LC Exposure and Swingline Loans, shall be deemed to have represented constitute a representation and warranted that warranty by the conditions applicable Borrower on the date thereof as to the applicable matters specified in paragraphs (a), ) through (b) and (cf) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided, however, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct in all respects on and as the date of such prior credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing and the use of proceeds thereof or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) After giving effect to such [Reserved].] (d) The Administrative Agent and, if applicable, the relevant Issuing Bank, shall have received a Borrowing Request or notice requesting the issuance of a Letter of Credit (or the issuance, amendment, renewal or extension replacement thereof) in accordance with the requirements of such Letter Section 2.03, Section 2.04(b) or Section 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of Credit, the Aggregate Revolving Total Exposure a Borrowing shall not exceed the lesser constitute a “Borrowing” for purposes of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (bthis Section) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit (other than any Borrowing or issuance of Letter of Credit on the Aggregate Revolving Exposure (or any component thereofClosing Date) shall not exceed be deemed to constitute a representation and warranty by Holdings and the maximum amount Borrower on the date thereof (or as to the maximum amount accuracy of any such component) the matters specified in paragraphs (a) and (b) of this Section 2.01, 2.04(a) or 2.06(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank Lender to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The to the extent applicable to such Borrowing, receipt by the Administrative Agent of a Borrowing Request pursuant to Section 2.03 or, if applicable, a request for a Letter of Credit pursuant to Section 2.05(b); (b) immediately after such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) the Revolving Credit Exposure will not exceed the Available Commitment, (ii) with respect to each Lender, such Lender’s Applicable Percentage of the Revolving Credit Exposure will not exceed such Lender’s Revolving Credit Commitment and (iii) the sum of the outstanding amount of the Term Loans and the Revolving Credit Exposure will not exceed the Available Commitment; (i) the representations and warranties of each Loan any Borrower Party set forth in this Agreement and in the other Loan Documents 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, except in that to the case extent such representations and warranties were made as of any such representation and warranty that expressly relates to a prior specific date, in which case such representation and warranty the same shall be so have been true and correct on and in all material respects as of such prior specific date and (ii) there are no material adverse changes to its financial condition since the date of delivery of the financial information most recently delivered by the Borrower pursuant to Sections 5.01(a) or (c) that would cause such Borrower Party to be in breach of its obligations pursuant to Section 6.12 as if such obligations were tested as of such date.; (bd) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.; provided, however, so long as no Default that could, with the passage of time, become an Event of Default pursuant to Section 7.01(a), (g) or (h) shall exist, this clause (d) shall not prevent the conversion or continuation of existing Loans, but provided further that any Eurodollar Loan during such period shall be allowed only in one-month Interest Periods; (ce) After no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain, the making or repayment of the Loans, the issuance of any Letters of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement; (f) receipt by Administrative Agent of a Compliance Certificate, dated as of such date and signed by a Financial Officer of Borrower, demonstrating compliance with the Financial Covenants determined on a pro-forma basis on such date after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, together with customary supporting documentation and supplemental reporting as agreed upon between the Aggregate Revolving Total Exposure Administrative Agent and Borrower; (g) receipt by Administrative Agent of a completed Borrowing Base Certificate, setting forth all of the information and certifications required pursuant to Section 5.01(f), dated as of such date; (h) no event which results in a Material Adverse Effect shall not exceed have occurred, as reasonably determined by the lesser of Administrative Agent; and (i) the Aggregate Revolving Commitment Administrative Agent shall have received, for its and (ii) any other Lender’s account, all fees due and expenses, including the Borrowing Base. On the date reasonable fees and expenses of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇▇▇ USA & ▇▇▇▇▇▇▇▇ LLP, then due and payable pursuant to the Borrowers shall be deemed to have represented terms of the Loan Documents. Each Borrowing and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower Parties on the maximum amount date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01, 2.04(a) or 2.06(b)the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any the conversion or continuation of any a Eurocurrency Loan into an ABR Loan), and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, including the deemed issuance of the Existing Letters of Credit (each such event, a “Credit Event”), including, without limitation, the initial Credit Events occurring on the Effective Date, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in this Agreement and the other Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuanceCredit Event (or, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of if any such representation and or warranty that is expressly relates stated to have been made as of a prior specific date, in which case such representation and warranty shall be so true and correct on and as of such prior specific date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Event, no Default shall have occurred and be continuing. (c) After giving effect to such Borrowing If the Credit Event involves the advancement by the Lenders of new or incremental Loans or the issuance, amendment, renewal or extension of such Letter new or incremental Letters of Credit, the Aggregate Revolving Total Exposure Administrative Agent shall not exceed have received a certificate from a Financial Officer of the lesser of Company (i) demonstrating that the Aggregate Revolving Commitment “Fixed Charge Coverage Ratio” (under and as defined in the Senior Subordinated Note Indenture) for the Company’s four most recently ended full fiscal quarters for which internal financial statements are available immediately preceding the date of such requested Credit Event would have been at least 2.0 to 1.0, determined on a pro forma basis giving effect to such Credit Event (including a pro forma application of the net proceeds therefrom), as if the “Indebtedness” (under and as defined in the Senior Subordinated Note Indenture) represented by such Credit Event had been incurred at the beginning of such four-quarter period and (ii) certifying that the Borrowing Base. On Loans or Letters of Credit comprising such Credit Event are permitted to be incurred as “Indebtedness” under and as defined in the date Senior Subordinated Note Indenture, and constitute “Designated Senior Debt” and “Senior Debt” thereunder. (d) No law or regulation shall prohibit, and no order, judgment or decree of any Borrowing (other than any conversion Governmental Authority shall enjoin, prohibit or continuation of any Loan) restrain, each Lender from making the requested Loan or the Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount of or participating in the Letter of Credit requested to be issued, renewed, extended or increased. Each Borrowing and each issuance, amendment to increase the amount thereofamendment, renewal or extension of any a Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The Except as expressly set forth in Section 2.19 the obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of any Loana Term Benchmark Loan following the expiration of the applicable Interest Period), and of each the Issuing Bank Banks to issue, amend to increase the amount thereofamend, renew review or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents 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 respects on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, at any time after the financial statements are delivered pursuant to Section 5.01(b) for the fiscal quarter ended September 30, 2022, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a) or Section 5.01(b) (subject, in the case of any unaudited financial statements furnished pursuant to Section 5.01(b), to year-end audit adjustments and the absence of footnotes), (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and in all material respects as of such prior dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) After The Administrative Agent shall have received a Borrowing Request. (d) The applicable Issuing Bank(s) shall have received all documentation and assurances required under Section 2.21 or otherwise as shall be reasonably required by it in connection therewith. (e) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, the Aggregate Revolving Total Exposure Borrower shall not exceed the lesser of be in compliance with (i) at any time on or prior to September 30, 2023, the Aggregate Revolving Commitment covenant set forth in Section 6.07(a) and (ii) at any time after September 30, 2023, the covenants set forth in Section 6.07(b) and Section 6.07(c). Each Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to amendment, extension or increase the amount thereof, renewal or extension of any a Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers as applicable, shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a), (b) and (ce) of this Section 4.02 have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents qualified as to materiality shall be true and correct (i) in the case of the representations and warranties those not so qualified as to materiality, in all respects shall be true and (ii) otherwise, correct in all material respects, in each case respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior date, an earlier date in which case such representation representations and warranty warranties shall be so true and correct on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After At the time of, and after giving effect to to, such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, (i) the Aggregate total Domestic A Revolving Total Exposure Exposures shall not exceed the total amount of the Domestic A Commitments, (ii) the total Domestic B Revolving Exposures shall not exceed the total amount of the Domestic B Commitments, (iii) the total Canadian Revolving Exposures shall not exceed the total amount of the Canadian Commitments, (iv) the total Revolving A Exposures exceeding the lesser of (A) the total amount of the Domestic A Commitments plus the Canadian Commitments and (B) the Borrowing Base A then in effect and (v) the total Revolving Exposures shall not exceed the lesser of (iA) the total amount of the Commitments and (B) the Aggregate Revolving Commitment Borrowing Base then in effect. (d) The Administrative Agent shall have received an Officers’ Certificate (as defined in the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and (iithe Senior Subordinated Note Indenture) of the Borrowing Base. On Parent Borrower, dated the date of any Borrowing (other than any conversion or continuation of any Loan) such Borrowing, or the issuance, amendment to increase the amount thereofamendment, renewal or extension of any such Letter of Credit (delivered, and containing a statement that it was delivered, in good faith after reasonable investigation) to the effect that such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, ▇▇▇▇▇▇ USA does not violate the provisions of the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Borrowers Senior Subordinated Note Indenture (including a reasonably detailed summary as to the calculations necessary to determine the absence of any such violation). The making of any Loan on the occasion of each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Parent Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents this Agreement shall be true and correct in all material respects (i) in the case of the except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified as to or modified by materiality, Material Adverse Effect or a dollar threshold in all respects and (iithe text thereof) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case applicable (it being understood and agreed that any representation or warranty which by its terms is made as of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty specified date shall be so required to be true and correct on and in all material respects only as of such prior specified date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing., and (c) After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of Credit (i) the Aggregate Revolving Commitment and U.S. Availability shall not be less than zero, (ii) the Borrowing Base. On the date of any Borrowing (other Canadian Availability shall not be less than any conversion or continuation of any Loan) or the issuancezero, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (ciii) of this Section have been satisfied Aggregate Availability shall not be less than zero. Each Borrowing and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) or (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Aggregate Revolving Exposure Administrative Agent may, but shall have no obligation to, continue to make (or authorize the Canadian Administrative Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any component thereof) shall not exceed Letter of Credit for the maximum amount thereof (ratable account and risk of the Lenders from time to time if the Administrative Agent believes that making such Loans or the maximum amount of issuing or causing to be issued any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.06(b)the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank Banks to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, including ​ [Credit Agreement] ​ ​ the initial Borrowing or issuance of a Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default (including, without limitation, compliance with all financial covenants contained in Section 9.01) shall have occurred and be continuing. (b) The representations and warranties of each Loan Party the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents 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, respects (unless already qualified by materiality in each which case such applicable representation and warranty shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of extent any such representation representations and warranty that warranties are expressly relates limited to a prior an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be so true and correct on and correct) as of such prior specified earlier date. (bc) At the time of and immediately after giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, there is exists no Default shall event or circumstance that could have occurred and be continuinga Material Adverse Effect. (cd) After At the time of and immediately after giving pro forma effect to such any Borrowing of Loans, the Consolidated Cash Balance shall not exceed the Consolidated Cash Balance Threshold. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions specified in paragraphs (a), (b) Borrower and (c) of this Section have been satisfied and that, after giving effect the other Loan Parties on the date thereof as to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) matters specified in Section 2.01, 2.04(a6.02(a) or 2.06(bthrough (c).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of any Loana Eurodollar Loan or SOFR Term Benchmark Loan following the expiration of the applicable Interest Period), and of each the applicable Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, and the effectiveness of any Commitment Increase pursuant to Section 2.18 (subject to the provisions of Section 1.04 in the case of any Commitment Increase 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”), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and in all material respects as of such prior date.earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects; (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, no Default shall have occurred and be continuing.; and (c) After At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit Extension, the Aggregate Revolving Total Exposure shall Borrower would be in compliance with the financial covenant set forth in Section 6.09 whether or not exceed the lesser such covenant would otherwise be tested on and as of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers such Credit Extension. Each Credit Extension shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a), (b) and (cb) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation a Protective Advance, but, for the avoidance of doubt, including each Loan made as part of any LoanRefinancing Borrowing), and of each Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct (i) or, in the case of the representations and warranties any representation or warranty not qualified as to materiality, in all respects true and (ii) otherwise, correct in all material respects, in each case ) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties relate to an earlier date, in which case they shall have been true and correct (or, in the case of any such representation and or warranty that expressly relates not qualified as to a prior datemateriality, in which case such representation and warranty shall be so true and correct on and in all material respects) as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the total Revolving Credit Exposures shall not exceed the Line Cap. (d) If at the time of or immediately after giving effect to any such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) (A) the Revolving Credit Exposure (not including any LC Exposure) shall exceed $50,000,000 or (B) the LC Exposure shall exceed $300,000,000, and (ii) no Borrowing Base Certificate shall have been delivered to the Administrative Agent for the most recent fiscal month for which a Borrowing Base Certificate would have been required to be delivered under clause (B) of Section 5.01(g)(i) if such clause had been applicable at all prior times, the Administrative Agent shall have received, not later than five Business Days prior to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment as applicable, a completed Borrowing Base Certificate, calculating, certifying and (ii) setting forth the Borrowing BaseBase and Availability and supporting information in connection therewith as of the close of business on the last day of such preceding fiscal month. On the date of any Each Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (relevant Borrower or the maximum amount of any such component) relevant Account Party, as applicable, on the date thereof as to the matters specified in Section 2.01paragraphs (a), 2.04(a(b), (c) or 2.06(b)and (d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each the Issuing Bank to issue, amend to increase the amount thereofamend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents qualified as to materiality shall be true and correct (i) in the case of the representations and warranties those not so qualified as to materiality, in all respects shall be true and (ii) otherwise, correct in all material respects, in each case respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior date, an earlier date in which case such representation representations and warranty warranties shall be so true and correct on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After At the time of the Borrowing Request with respect to such Borrowing, the amount that the Parent Borrower reasonably and in good faith estimates will be the Cash Amount at 3:00 p.m., New York City time, on the requested date of such Borrowing (after giving effect to such Borrowing) shall not exceed $5,000,000, and such Borrowing Request shall contain a statement to that effect and that the Parent Borrower reasonably and in good faith expects to be in compliance with Section 6.14 as of the date of such Borrowing. (d) At the time of, and after giving effect to, such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, (i) the Aggregate total Domestic Revolving Total Exposure Exposures shall not exceed the total amount of the Domestic Commitments, (ii) the total Canadian Revolving Exposures shall not exceed the total amount of the Canadian Commitments, (iii) the total Revolving Exposures shall not exceed the lesser of (iA) the Aggregate Revolving Commitment total amount of the Commitments and (iiB) the Borrowing Base. On Base then in effect, (iv) if during the Availability Cap Period, the total Revolving Exposures shall not exceed $45,000,000 and (v) if during a Reduced Availability Period, the total Revolving Exposures shall not exceed the Reduced Availability Amount. (e) The Administrative Agent shall have received an Officers’ Certificate (as defined in the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture) of the Parent Borrower, dated the date of any Borrowing (other than any conversion or continuation of any Loan) such Borrowing, or the issuance, amendment to increase the amount thereofamendment, renewal or extension of any such Letter of Credit (delivered, and containing a statement that it was delivered, in good faith after reasonable investigation) to the effect that such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, ▇▇▇▇▇▇ USA does not violate the provisions of the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Borrowers Senior Subordinated Note Indenture (including a reasonably detailed summary as to the calculations necessary to determine the absence of any such violation). The making of any Loan on the occasion of each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Parent Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (ce) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the borrowing request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 respects on and as of the date of such Borrowing or (in each case, unless such date is the date of issuanceClosing Date); provided that, amendmentto the extent that such representations and warranties specifically refer to an earlier date, renewal or extension they shall be true and correct in all material respects as of such Letter of Credit, as applicable, except in the case of earlier date; provided further that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct in all respects on and as the date of such prior credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. continuing (c) After giving effect to such Borrowing or other than, in the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date case of any Borrowing on the Closing Date). Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) (other than any conversion or continuation of any LoanBorrowing on the Closing Date) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented constitute a representation and warranted that warranty by Holdings and the conditions Borrower on the date thereof as to the matters specified in paragraphs (a), ) and (b) and (c) of this Section. Notwithstanding anything in this Section have been satisfied 4.02 and thatin Section 2.21 to the contrary, after giving effect to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Business Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in the documentation related to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of CreditIncremental Term Loans. The Administrative Agent shall notify Holdings, the Aggregate Revolving Exposure (or any component thereof) Borrower and the Lenders of the Closing Date, and such notice shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)be conclusive and binding.

Each Credit Event. The obligation of each any Lender to make a Loan on Credit Extension hereunder (including the occasion of any initial Borrowing (other than any conversion or continuation of any Loanhereunder), and of which in each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Creditcase shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party the Borrower set forth in this Agreement and of the other Loan Documents to which it is a party, shall be true and correct in all material respects (i) in the case of the representations and warranties unless any such representation or warranty is qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing materiality or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior dateMaterial Adverse Effect, in which case such representation and warranty shall be so true and correct in all respects) on and as of the date of such prior Credit Extension, both before and immediately after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date., in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.2 and after the delivery of any statements furnished pursuant to Sections 5.1(a) and 5.1(b), the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.1(a) and 5.1(b), respectively; (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, no Default shall have occurred and be continuing.continuing and the Required Lenders shall not have demanded payment of the Obligations; (c) After at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit Extension, the Aggregate total Revolving Total Exposure Credit Exposures shall not exceed the lesser Revolving Line Portions; (d) Administrative Agent shall have received a Borrowing Request, in accordance with the requirements of this Agreement; (ie) following a Conversion to Approving Lenders Funding Date, no Approving Lender’s Credit Exposure shall exceed such Approving Lender’s Revolving Line Portion; and (f) each request for a Credit Extension shall be deemed a representation and warranty by the Aggregate Revolving Commitment and Borrower that after giving effect to such Credit Extension and, if applicable, the acquisition by the Borrower (iiwith the proceeds of such Credit Extension) of assets which are eligible for inclusion in the Borrowing Base, the Borrower shall have sufficient Collateral subject to the first priority perfected Lien of the Administrative Agent that is eligible for inclusion in the Borrowing Base which, when subject to the applicable advance rates set forth in the definition of “Borrowing Base”, shall be in an amount that exceeds all outstanding Credit Extensions. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers The Borrower shall be deemed to have represented make a representation and warranted that warranty to Administrative Agent and the conditions Lenders on the date of each Credit Extension hereunder as to the matters specified in paragraphs clauses (a), (b), (c) and (ce) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b)4.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan)Borrowing, and of each Issuing Bank to issue, amend to (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Sections 2.21 or 2.24: (a) The representations and warranties of each Loan Party set forth in the Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any may be; provided that, to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and in all material respects as of such prior earlier date; provided further that any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) After giving effect to such The Administrative Agent or, if applicable, the Swingline Lender, shall have received an executed Borrowing Request in accordance with the requirements hereof or the issuanceLoan Parties shall have complied with the requirements of 2.05(b), amendment, renewal as applicable. Each Borrowing (provided that a conversion or extension a continuation of such Letter of Credit, the Aggregate Revolving Total Exposure a Borrowing shall not exceed the lesser constitute a “Borrowing” for purposes of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (bthis Section) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit after the Aggregate Revolving Exposure (or any component thereof) Effective Date shall not exceed be deemed to constitute a representation and warranty by the maximum amount thereof (or Borrower on the maximum amount date of any such component) the applicable Borrowing as to the matters specified in Section 2.01, 2.04(aclauses (a) or 2.06(b)and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of any Loana Term Benchmark Loan following the expiration of the applicable Interest Period), and of each the applicable Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, and the effectiveness of any Commitment Increase pursuant to Section 2.18 (subject to the provisions of Section 1.04 in the case of any Commitment Increase 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”), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents 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 respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct on and in all material respects as of such prior date.earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects; (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, no Default shall have occurred and be continuing.; and (c) After At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit Extension, the Aggregate Revolving Total Exposure shall Borrower would be in compliance with the financial covenant set forth in Section 6.09 whether or not exceed the lesser such covenant would otherwise be tested on and as of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers such Credit Extension. Each Credit Extension shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a), (b) and (cb) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan RCC Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (i) unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties qualified as in Sections 3.01 (first sentence with respect to materialitythe RCC Parties), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in all respects Sections 2.01, 2.02 and (ii) otherwise, in all material respects2.05 through 2.08 of the Guarantee and Security Agreement, in each case such case, such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditLoan or, as applicable, except in the case of to any such representation and or warranty that expressly relates refers to a prior specific date, in which case such representation and warranty shall be so true and correct on and as of such prior specific date.; (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default or Event of Default shall have occurred and be continuing.; and (c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of either (i) the Aggregate Revolving Commitment and aggregate Covered Debt Amount (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereofcredit) shall not exceed the maximum amount Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof (or as to the maximum amount of any such component) matters specified in Section 2.01the preceding sentence. For the avoidance of doubt, 2.04(athe conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) or 2.06(b)shall not be considered to be the making of a Loan.