Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make any Loan (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of the Issuing Banks to issue or increase the face amount of any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of Holdings and the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance or increase of such Letter of Credit, as applicable, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties 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” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan or the issuance or increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such date. (c) The Borrower shall have delivered a completed Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance or increase 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 this Section 4.02. ARTICLE V

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan Borrowing, and of each Issuing Bank to issue, amend (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely an amendment in the 2021 Incremental Amendment), and respect of the Issuing Banks to issue or a then outstanding Letter of Credit that does not increase the face amount of 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 Section 2.24: (a) The representations and warranties of Holdings and the Borrower each Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicablethe case may be; provided that, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date, (ii) ; provided further that any representation and warranty that is qualified as to “materiality,” or “Material Adverse Effect” or similar language shall be true and correct in all respectsrespects 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 Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing on such datecontinuing. (c) The Borrower Administrative Agent or, if applicable, the Swingline Lender, shall have delivered received a completed Borrowing Request in accordance with the requirements hereof or application for a Letter the Loan Parties shall have complied with the requirements of Credit2.05(b), as applicable. Each Borrowing (d) In the case provided that a conversion or a continuation of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan shall not constitute a “Borrowing” for purposes of this Section) and each issuance issuance, amendment, renewal or increase extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof of the applicable Borrowing as to the matters specified in clauses (a) and (b) of this Section 4.02Section. ARTICLE V

Each Credit Event. The obligation of each Lender to make any a Loan (other than on the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of the Issuing Banks to issue or increase the face amount occasion of any Letter of Credit, Borrowing is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a Borrowing Request and a Tranche B Limit Notice or a Tranche C Limit Notice, as applicable. (b) The representations and warranties of Holdings and the Borrower set forth in this Agreement or any other Credit Document, other than (with respect to any such Loan made after the Effective Date) the representations and warranties contained in Section 3.01(f)(iii), shall be true and correct in all material respects on and as of the such date of (except those representations and warranties that are qualified by “materiality”, “Material Adverse Effect” or similar language, in which case such Loan representation or the date of issuance or increase of such Letter of Creditwarranty shall be true and correct in all respects), as applicable, and except that (i) to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date, date (ii) any representation except those representations and warranty warranties that is are qualified as to by “materiality” or ”, “Material Adverse Effect” or similar language, in which case such representation or warranty shall be true and correct in all respectsrespects as of such earlier date). (bc) At the time of and immediately after giving effect to such Loan or the issuance or increase of such Letter of Credit, as applicableLoan, no Default or Event of Default shall have occurred and be continuing on such date. (c) The Borrower shall have delivered a completed Borrowing Request or application for a Letter of Credit, as applicablecontinuing. (d) In Immediately after giving effect to such Loan, (i) the case aggregate amount of a Borrowing to be denominated in an Alternative Currencyoutstanding Tranche A Loans shall not exceeding the aggregate Loan Value of the Pledged Eligible Assets, such currency remains an Eligible Currency(ii) the aggregate amount of outstanding Tranche B Loans shall not exceed the Tranche B Limit and (iii) the aggregate amount of outstanding Tranche C Loans shall not exceed the Tranche C Limit. Each Loan and each issuance or increase borrowing of a Letter of Credit Loans shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (ab), (c) and (bd) of this Section 4.02Section. ARTICLE V

Each Credit Event. The obligation of each Lender to make honor any Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the 2021 Incremental other Type, or a continuation of Eurodollar RateSOFR Loans, ) and the conditions obligation of each Lender (including each Issuing Bank) to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of the Issuing Banks to issue or increase the face amount of make any Letter of Credit, other Credit Extension is subject to the satisfaction of the following conditionsconditions precedent: (a) The representations and warranties of Holdings and Holdings, the Borrower set forth and each other Loan Party contained in this Agreement Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance or increase of such Letter of Credit, as applicableCredit Extension, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (iib) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true deemed to refer to the date of the most recent statements furnished pursuant to Sections 6.01(a) and correct in all respects(b), respectively. (b) At the time of and immediately after giving effect to such Loan or the issuance or increase of such Letter of Credit, as applicable, no No Default shall have occurred and be continuing on exist, or would result from such dateproposed Credit Extension or from the application of the proceeds thereof. (c) The Borrower Administrative Agent shall have delivered received a completed Borrowing Request or application Committed Loan Notice in accordance with the requirements hereof (or, if applicable, the Administrative Agent and the applicable Issuing Bank shall have received a written request for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible CurrencyL/C Credit Extension). Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar RateSOFR Loans) and each issuance or increase of a Letter of written request for L/C Credit Extension submitted by the Borrower shall be deemed to constitute be a representation and warranty by that the Borrower on the date thereof as to the matters conditions specified in clauses (aSections 4.02(a) and (b) have been satisfied on and as of this Section 4.02the date of the applicable Credit Extension. ARTICLE V72 #96922345v9

Each Credit Event. The obligation of each Lender to make any Loan Loan, and of each Issuing Lender to issue, amend (if increasing the amount thereof), renew (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and automatic renewals of the Issuing Banks to issue any Auto-Renewal Letter of Credit) or increase the face amount of extend any Letter of Credit, is additionally subject to the receipt of a request therefor in accordance herewith and the satisfaction of the following conditions: (a) The the Administrative Agent shall have received a Borrowing Request as required by Article II; (b) the representations and warranties of Holdings and the Parent Borrower set forth in this Agreement (other than, after the Effective Date, those set forth in Sections 4.04(b) and 4.06(a)) shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance such issuance, amendment, renewal or increase of such Letter of Creditextension, as applicable, except that ; and (ic) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties 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” or “Material Adverse Effect” shall be true and correct in all respects. (b) At at the time of and immediately after giving effect to such Loan or the issuance such issuance, amendment, renewal or increase of such Letter of Credit, as applicableextension, no Default or Event of Default shall have occurred and be continuing on such datecontinuing. Each Borrowing and each issuance, amendment (c) The Borrower shall have delivered a completed Borrowing Request or application for a if increasing the amount thereof), renewal (other than automatic renewals of any Auto-Renewal Letter of Credit, as applicable. (d) In the case or extension of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance or increase of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Borrower on the date thereof that the conditions specified in the preceding sentence have been satisfied. ARTICLE VI Affirmative Covenants Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, and all Letters of Credit shall have expired or terminated (or have been cash collateralized or backstopped on terms reasonably satisfactory to each applicable Issuing Lender) and all LC Disbursements shall have been reimbursed, each Obligor (as applicable) covenants and agrees with the Lenders that: SECTION 6.01. Financial Statements, Rating Changes and Other Information. The Parent Borrower will furnish to the Administrative Agent and each Lender (through the Administrative Agent): (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Parent Borrower, the audited consolidated balance sheet and related statements of earnings, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries (together with an unaudited reconciliation, reflecting total assets, Inventory, capital expenditures and cash for the Parent Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand) as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or another independent registered public accounting firm of recognized national sta nding (without a “going concern” or like qualification or exception and without any qualification or exception as to the matters specified scope of such audit) to the effect that such consolidated financial statements present fairly, in clauses (a) all material respects, the financial condition and results of operations and cash flows of the Parent Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; (b) as soon as available and in any event within 45 days after the end of this Section 4.02. ARTICLE Veach of the first three fiscal quarters of each fiscal year of the Parent Borrower, the consolidated balance sheet and related -56-

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), Borrowing and of the Issuing Banks Bank to issue issue, amend, renew or increase the face amount of extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions: 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 exist or would result from such Borrowing; provided that this clause (a) The will not apply to the Term Loan Borrowing made on the Delayed Draw 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, all representations and warranties of Holdings and the Borrower each Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, extension or increase renewal of such Letter of Credit, as applicable, in each case before and after giving effect thereto except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties in which case they shall be true and correct in all material respects as of such earlier date. Notwithstanding anything in this Agreement to the contrary, the representations and warranties relating to Target and its Subsidiaries made solely on the Delayed Draw Date under Article IV shall be limited to (iix) the Specified Credit Agreement Representations; (y) the Specified Merger Agreement Representations and (z) the Specified Commitment Letter Representations; provided, that, after the Delayed Draw Date, any representation and warranty that relating to a Subsidiary of the Parent (whether such Subsidiary is the Target or one of its Subsidiaries) shall not be qualified or limited as immediately provided above in clause (x), (y) or (z). since the date of the most recent audited financial statements of the Parent and its Subsidiaries described in ‎Section 4.5(a), there shall have been no change which has had or could reasonably be expected to “materiality” or “have a Material Adverse Effect” ; provided that this clause (c) will not apply to the Term Loan Borrowing made on the Delayed Draw Date; the Borrower shall be true have delivered the required Notice of Borrowing; and correct the Administrative Agent shall have received such other documents, certificates and legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in all respectsform and substance reasonably satisfactory to the Administrative Agent or the Required Lenders; provided that this clause (e) will not apply to the Term Loan Borrowing made on the Delayed Draw Date. (b) At In addition to the 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 Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default shall have occurred and the Issuing Bank will not be continuing on such date. (c) The Borrower shall have delivered a completed Borrowing Request or application for a required to issue any Letter of CreditCredit 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 applicable. (d) In the case may be, is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrower Cash Collateralizing the obligations of the Borrower 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 or Potential 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 or Potential Defaulting Lender; provided, that no such Cash Collateralization will constitute a Borrowing 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 or Potential Defaulting Lender to be denominated in an Alternative Currency, such currency remains an Eligible Currencya Non-Defaulting Lender. Each Loan Borrowing and each issuance issuance, amendment, extension or increase renewal of a any 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 (aparagraphs ‎(a), ‎(b) and (b‎(c) of this Section 4.02. ARTICLE V3.3.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), Borrowing and of the Issuing Banks Bank to issue issue, amend, renew or increase the face amount of extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) The 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 exist or would result from such Borrowing; 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 Holdings and the Borrower each Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, extension or increase renewal of such Letter of Credit, as applicable, in each case before and after giving effect thereto except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties in which case they shall be true and correct in all material respects as of such earlier date. Notwithstanding anything in this Agreement to the contrary, the representations and warranties relating to Targets and their Subsidiaries made solely on the Delayed Draw Date under Article IV shall be limited to (iix) the Specified Credit Agreement Representations and (y) the Specified Purchase Agreement Representations; provided, that, after the Delayed Draw Date, any representation and warranty that relating to a Subsidiary of the Parent (whether such Subsidiary is one of the Targets or their Subsidiaries) shall not be qualified or limited as immediately provided above in clause (x) or (y). since the date of the most recent audited financial statements of the Parent and its Subsidiaries described in ‎Section 4.5(a), there shall have been no change which has had or could reasonably be expected to “materiality” or “have a Material Adverse Effect” ; provided, that solely with respect to the Targets and their Subsidiaries at the time of any Borrowing related solely to the closing of such Acquisition, there shall have been no change that has had or could be true reasonably expected to have a Target Material Adverse Effect since the Closing Date; the Borrower shall have delivered the required Notice of Borrowing; and correct the Administrative Agent shall have received such other documents, certificates and legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in all respectsform and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. (b) At In addition to the 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 Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default shall have occurred and the Issuing Bank will not be continuing on such date. (c) The Borrower shall have delivered a completed Borrowing Request or application for a required to issue any Letter of CreditCredit 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 applicable. (d) In the case may be, is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrower Cash Collateralizing the obligations of the Borrower 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 or Potential 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 or Potential Defaulting Lender; provided, that no such Cash Collateralization will constitute a Borrowing 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 or Potential Defaulting Lender to be denominated in an Alternative Currency, such currency remains an Eligible Currencya Non-Defaulting Lender. Each Loan Borrowing and each issuance issuance, amendment, extension or increase renewal of a any 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 (aparagraphs ‎(a), ‎(b) and (b‎(c) of this Section 4.02. ARTICLE V3.3.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (including, for the avoidance of doubt, other than the 2021 Incremental Loansas set out below, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendmentborrowing of Bridge Loans), and of the each Issuing Banks Bank to issue issue, amend, renew or increase the face amount of 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 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) In the case of any Borrowing of Bridge Loans, Revolving Loans or a Swingline Loan, (1) the First Lien Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (2) The representations and warranties of Holdings and the Borrower each Loan Party set forth in this Agreement 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 in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicablethe case may be; provided that, except that (i) in each case, to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided further that, (ii) in each case, any representation and warranty that is qualified as to “materiality,” or “Material Adverse Effect” or similar language shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan or the issuance or increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such date. (c) The Borrower shall have delivered a completed Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance or increase of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower respects on the date thereof of such credit extension or on such earlier date, as to the matters specified in clauses (a) and (b) of this Section 4.02. ARTICLE Vcase may be; -104- [EMEA_ACTIVE 302040156_13]

Each Credit Event. The obligation of each Lender to make any Loan (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment)Loan, and of the each Issuing Banks Bank to issue issue, amend, renew or increase the face amount of extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) The representations and warranties (i) in the case of Holdings a Loan made in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Borrower set forth in this Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such 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 issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that (i) refers to the extent that such representations and warranties specifically refer to an earlier a specific date, such representations and warranties shall be true and correct in all material respects as of such earlier specific date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. ; (b) At in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made in connection with a Commitment Increase in connection with a Specified Purchase) at the time of and immediately after giving effect to such Loan or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing on such date. continuing; and (c) The either (i) the 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 a completed an updated Borrowing Request 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 and any concurrent acquisitions of Portfolio Investments or application for a Letter payment of Creditoutstanding Advance under this Agreement or Other Covered Indebtedness, as applicable. (d) In or any other Indebtedness that is included in the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance or increase 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 this Section 4.02. ARTICLE VCovered Debt Amount.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (other than the 2021 Incremental continuation or conversion of EurodollarTerm Benchmark Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of the each Issuing Banks Bank to issue issue, amend, renew or increase the face amount of extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of Holdings and the Borrower set forth in this Agreement shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, except that (i) to the extent that such representations and warranties specifically refer expressly relate to an any earlier date, in which case such representations and warranties shall be were true and correct in all material respects as of such earlier date, (ii) except that any representation and or warranty that which is already qualified as to “materiality” materiality or “by reference to Material Adverse Effect” Effect shall be true and correct in all respects) as of such earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing on such datecontinuing. (c) The Borrower shall have delivered a completed Each Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance issuance, amendment, renewal or increase 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 paragraphs (a) and (b) of this Section 4.02Section. ARTICLE V71

Each Credit Event. The obligation obligations of each Lender the Lenders to make any Loan (other than Revolving Loans on the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of the Issuing Banks to issue or increase the face amount occasion of any Letter of Credit, is subject to borrowing after the satisfaction Effective Date shall not become effective until the date on which each of the following conditionsconditions shall be satisfied (or waived by the Lenders in their sole discretion in accordance with Section 9.02) after giving effect to the requested Revolving Loan: (a) The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of Holdings contained herein and in the Borrower set forth in this Agreement other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance or increase of such Letter of Credit, as applicable, (except that (i) to the extent that such representations and warranties specifically refer to an earlier datethat by their terms are qualified by materiality or a Material Adverse Effect, such which representations and warranties shall be true and correct in all material respects respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan or the issuance or increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such date). (c) The Borrower Administrative Agent shall have delivered received a completed Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance or increase of a Letter of Credit shall be deemed to constitute a representation and warranty certificate signed by the Borrower on chief financial officer of Altera Infrastructure Group Ltd., confirming compliance with the date thereof as to the matters specified conditions set forth in clauses (ab) and (bj) of this Section 4.02, in the form of Exhibit F. (d) [Reserved]. ARTICLE V(e) The Administrative Agent shall have received a certificate, dated the date of any borrowing under the Facility hereunder and signed by the chief financial officer of Altera Infrastructure Group, Ltd., as to the solvency of Borrower and the Subsidiaries on a pro forma consolidated basis after giving effect to any borrowings under this Agreement on the date of any borrowing under the Facility hereunder and the other transactions contemplated herein to occur on the Effective Date, in the form of Exhibit D. (f) The Lenders shall have received all fees payable by Borrower under Section 2.10, including, to the extent invoiced, payment or reimbursement of all fees and expenses required to be paid or reimbursed by the Borrower under any Loan Document (any such fees and amounts shall be net of the Revolving Loan proceeds received by Borrower upon a borrowing hereunder). (g) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations that are applicable to the Lenders (which shall include, without limitation, incumbency certificates of the Responsible Officers of the Borrower

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment)Borrowing, and of the Issuing Banks to issue issue, amend, renew or increase the face amount of extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of Holdings and the Borrower set forth in this Agreement the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be in which case they are true and correct in all material respects (or, in the case of any representation or warranty already qualified by materially, in any respect) as of such earlier date, and except that the representations and warranties contained in Sections 3.04(a)(i) and (iia)(ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a) and correct in all respects(b), respectively. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing on such date. (c) The Borrower shall have delivered a completed Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currencycontinuing. Each Loan Borrowing and each issuance issuance, amendment, renewal or increase 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 paragraphs (a) and (b) of this Section 4.02Section. ARTICLE VV Affirmative Covenants Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated or been cash collateralized, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: SECTION 5.01.

Each Credit Event. The Subject to Section 1.10 and Section 2.20 solely with respect to any Incremental Term Loan incurred to finance a substantially concurrent Limited Condition Acquisition, the obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendmentany conversion or continuation of any Loan), and of the any Issuing Banks Bank to issue issue, amend or increase the face amount of extend any Letter of Credit, is subject to the occurrence of the Effective Date and the satisfaction of the following conditions: (a) The representations and warranties of Holdings the Parent Borrower and each other Loan Party contained in the Borrower set forth in this Agreement Loan Documents shall be true and correct in all material respects (other than in respect of representations and warranties that are subject to a Material Adverse Effect or other materiality qualifier, in which case such representations and warranties will be true and correct as stated and so qualified) on and as of the date of such Loan Borrowing or the date of issuance such issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, except that (i) to the extent that any such representations representation and warranties warranty specifically refer refers to an earlier date, in which case such representations representation and warranties warranty shall be true and correct in all material respects (other than in respect of representations and warranties that are subject to a Material Adverse Effect or other materiality qualifier, in which case such representations and warranties will be true and correct as stated and so qualified) as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance issuance, amendment or increase extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such datecontinuing. On the date of any Borrowing (cother than any conversion or continuation of any Loan) The Borrower shall have delivered a completed Borrowing Request or application for a the issuance, amendment or extension of any Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance or increase of a Letter of Credit Parent Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in clauses paragraphs (a) and (b) of this Section 4.024.02 have been satisfied. (c) Solely with respect to a Borrowing of Mexican Tranche Revolving Loans, a Mexican Promissory Note (xxxxxx) duly issued, executed and delivered by the Mexican Subsidiary Borrower in favor of each Mexican Tranche Lender requesting such Mexican Promissory Note (xxxxxx). ARTICLE V

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (other than the 2021 Incremental a Borrowing which is merely a conversion or continuation of existing Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of the Issuing Banks Bank to issue issue, amend, renew or increase the face amount of 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 Holdings and the Borrower each Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties 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” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such date. (c) The Borrower and there shall have delivered occurred no event which would be reasonably likely to have a completed Material Adverse Effect. Each Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of other than a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan which is merely a conversion or continuation of existing Loans) and each issuance issuance, amendment, renewal or increase 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 paragraphs (a) and (b) of this Section 4.02Section. ARTICLE VAffirmative Covenants Until the Revolving Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit (other than the 2021 any initial Borrowing under any First Lien Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Facility and any Delayed Draw Incremental AmendmentTerm Borrowing), and of the Issuing Banks to issue or increase the face amount of any Letter of Credit, is subject to receipt of the request therefor in accordance herewith 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) In the case of any Borrowing of Term Loans, Revolving Loans or a Swingline Loan, the First Lien Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (b) The representations and warranties of Holdings and the Borrower each Loan Party set forth in this Agreement 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 in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicablethe case may be; provided that, except that (i) in each case, to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided further that, (ii) in each case, any representation and warranty that is qualified as to “materiality,” or “Material Adverse Effect” or similar language shall be true and correct in all respects. respects on the date of such credit extension or on such earlier date, as the case may be; (bc) At the time of and immediately after giving effect to such Loan Borrowing, or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing on such date. (c) The Borrower shall have delivered a completed Borrowing Request or application for a Letter of Credit, as applicable. continuing; and (d) In the case of the borrowing of Term Loans, the First Lien Administrative Agent shall have received concurrently with the delivery of the relevant Borrowing Request a certificate from a Financial Officer certifying as to the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to such borrowing, substantially in the form of Exhibit Z. Each Borrowing (provided that a conversion or a continuation of a Borrowing to be denominated in an Alternative Currencyshall not constitute a “Borrowing” for purposes of this Section 4.02), such currency remains an Eligible Currency. Each Loan other than a Borrowing under any First Lien Incremental Facility, and each issuance issuance, amendment, renewal or increase extension of a Letter of Credit (other than any issuance, amendment, renewal or extension of a Letter of Credit 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 clauses paragraphs (ab) and (bc) of this Section 4.024.02 (which deemed representation, 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, shall be as of the LCT Test Date). ARTICLE VSECTION 4.03

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any Loan (other than the 2021 Incremental LoansRevolving Borrowing, the conditions of any Issuing Bank to funding thereof shall be set forth solely in the 2021 Incremental Amendment)issue, and of the Issuing Banks to issue amend, renew or increase the face amount of extend any Letter of Credit, or any Term Loan Lender to make an Incremental Term Loan is subject to the satisfaction of the following conditions: conditions (in each case, except as otherwise set forth in Section 2.18 or Section 2.22): (a) The Borrower shall have delivered: (i) in the case of a Revolving Borrowing or Term Loan Borrowing, a Borrowing Request to the Administrative Agent as required by Section 2.03, (ii) in the case of the issuance of a Letter of Credit, a notice requesting the issuance of such Letter of Credit to the applicable Issuing Bank and the Administrative Agent as required by Section 2.24(b), or (iii) in the case of a Swingline Borrowing, a Swingline Borrowing request to the Swingline Lender and the Administrative Agent as required by Section 2.23(a). (b) After the Effective Date, the representations and warranties of Holdings and the Borrower Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Loan Borrowing or the date of issuance 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 that (i) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects). (bc) At After the Effective Date, at the time of and immediately after giving effect to such Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such date. Credit (c) The Borrower shall have delivered a completed Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance or increase 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 this Section 4.02. ARTICLE Vother than an

Each Credit Event. The obligation obligations of each Lender the Lenders to make Revolving Loans on the occasion of any Loan (other than borrowing after the 2021 Incremental Loans, the conditions to funding thereof Effective Date shall be set forth solely in the 2021 Incremental Amendment), and of the Issuing Banks to issue or increase the face amount of any Letter of Credit, is subject to conditioned on the satisfaction (or waiver by the Lenders in their sole discretion in accordance with Section 10.02) of the following conditions: (a) The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of Holdings contained herein and in the Borrower set forth in this Agreement other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance or increase of such Letter of Credit, as applicable, (except that (i) to the extent that such representations and warranties specifically refer to an earlier datethat by their terms are qualified by materiality or a Material Adverse Effect, such which representations and warranties shall be true and correct in all material respects respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects). (bc) At the time of Immediately before and immediately after giving effect to such Loan or the issuance or increase borrowing of such Letter of Credit, as applicableRevolving Loans, no Default event shall have occurred and be continuing on such date. (c) The Borrower shall have delivered or would result therefrom that would constitute an Event of Default or a completed Borrowing Request or application for a Letter of Credit, as applicableDefault. (d) In After giving effect to the case borrowing of a Borrowing to Revolving Loans and the use of proceeds thereof, the Consolidated Cash Balance of the Cash Group Members shall not be denominated in an Alternative Currencyexcess of $50,000,000. (e) The amount of such borrowing shall not exceed the amount of the Company’s projected borrowings over the immediately succeeding two-week period under this Agreement as provided for in the Company’s most recently delivered Weekly Liquidity Forecast. ARTICLE V AFFIRMATIVE COVENANTS Until the Commitments shall have expired or been terminated, such currency remains an Eligible Currency. Each the principal of and interest on each Revolving Loan and each issuance or increase of a Letter of Credit all fees payable hereunder shall be deemed to constitute a representation have been paid in full, from and warranty by after the Effective Date, the Borrower on the date thereof as (and, solely to the matters specified in clauses (aextent applicable to it, the Parent) covenants and (b) of this agrees with the Lenders that: Section 4.02. ARTICLE V5.01

Each Credit Event. The obligation of each the Lender to make a Loan on the occasion of any Loan (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment)Borrowing, and of the Issuing Banks to issue issue, amend, renew or increase the face amount of extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of Holdings and the Borrower set forth in this Agreement Agreement, shall be true and correct in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties 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” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such datecontinuing. (c) The Borrower’s unsecured long term debt has a rating of “BBB” or higher from S&P or “Baa3” or higher from Xxxxx’x; provided, if the Borrower shall does not have delivered such rating, there has been no change in the business, assets, operations, prospects or condition, financial or otherwise, the Borrower and its Regulated Subsidiaries, and, to the best of Borrower’s Knowledge, all of its other Subsidiaries taken as a completed Borrowing Request whole, that individually, or application for in the aggregate, could not be expected to have a Material Adverse Effect. (d) Prior to the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower shall have confirmed in writing to Lender that it has received all necessary regulatory approvals permitting Borrower to provide the cash collateral, as applicable. set forth in Section 2.04 (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currencyh). Each Loan Borrowing and each issuance issuance, amendment, renewal or increase 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 paragraphs (a), (b) and (bc) of this Section 4.02Section. ARTICLE VV Affirmative Covenants Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lender that: SECTION 5.01.

Each Credit Event. The obligation obligations of each Lender the Lenders to make any Loan (other than Revolving Loans on the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of the Issuing Banks to issue or increase the face amount occasion of any Letter of Credit, is subject to borrowing after the satisfaction Effective Date shall not become effective until the date on which each of the following conditionsconditions shall be satisfied (or waived by the Lenders in their sole discretion in accordance with Section 9.02) after giving effect to the requested Revolving Loan: (a) The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of Holdings contained herein and in the Borrower set forth in this Agreement other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance or increase of such Letter of Credit, as applicable, (except that (i) to the extent that such representations and warranties specifically refer to an earlier datethat by their terms are qualified by materiality or a Material Adverse Effect, such which representations and warranties shall be true and correct in all material respects respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan or the issuance or increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such date). (c) The Borrower Administrative Agent shall have delivered received a completed Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance or increase of a Letter of Credit shall be deemed to constitute a representation and warranty certificate signed by the Borrower on chief financial officer of Altera Infrastructure Group Ltd., confirming compliance with the date thereof as to the matters specified conditions set forth in clauses (ab) and (bj) of this Section 4.02, in the form of Exhibit F. (d) [Reserved]. ARTICLE V(e) The Administrative Agent shall have received a certificate, dated the date of any borrowing under the Facility hereunder and signed by the chief financial officer of Altera Infrastructure Group, Ltd., as to the solvency of Borrower and the Subsidiaries on a pro forma consolidated basis after giving effect to any borrowings under this Agreement on the date of any borrowing under the Facility hereunder and the other transactions contemplated herein to occur on the Effective Date, in the form of Exhibit D. (f) The Lenders shall have received all fees payable by Borrower under Section 2.10, including, to the extent invoiced, payment or reimbursement of all fees and expenses required to

Each Credit Event. The After the Closing Date, the obligation of each Lender (including the Swing Line Lender) to make a Loan on the occasion of any Loan Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit (other than any Borrowing or issuance, increase, renewal or extension of a Letter of Credit on the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental AmendmentClosing Date), and of the Issuing Banks to issue or increase the face amount of any Letter of Credit, is are subject to the satisfaction of the following conditions: (a) The subject to Section 2.20 (including with respect to the references to “SunGard” provisions therein) in the case of Incremental Term Loans, the representations and warranties of Holdings and the Borrower each Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, increase, renewal or increase extension of such Letter of Credit, as applicablethe case may be; provided that, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided further that, (ii) in each case, any representation and warranty that is qualified as to “materiality,” or “Material Adverse Effect” or similar language shall be true and correct in all respects. respects on the date of such credit extension or on such earlier date, as the case may be; (b) At subject to Section 2.20 (including with respect to the references to “SunGard” provisions therein) in the case of Incremental Term Loans, at the time of and immediately after giving effect to such Loan Borrowing or the issuance issuance, increase, renewal or increase extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing on such date. continuing; and (c) The Borrower (c) (i) the Administrative Agent or, if applicable, the Swing Line Lender, shall have delivered received a completed Borrowing Request in accordance with the requirements hereof or application for a Letter the Loan Parties shall have complied with the requirements of CreditSection 2.03 or 2.04, as applicable. , or (dii) In the case of Administrative Agent and the relevant Issuing Bank shall have received a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each notice requesting the issuance or increase of a Letter of Credit in accordance with the requirements Section 2.05. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, increase, renewal or extension of a Letter of Credit (other than any Borrowing or issuance, increase, renewal or extension of a Letter of Credit on the Closing Date) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section 4.02. ARTICLE V.

Each Credit Event. The obligation of each the Lender to make a Loan on the occasion of any Loan (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment)Borrowing, and of the Issuing Banks to issue issue, amend, renew or increase the face amount of extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of Holdings and the Borrower set forth in this Agreement Agreement, shall be true and correct in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties 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” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such datecontinuing. (c) The Borrower's unsecured long term debt has a rating of "BBB" or higher from S&P or "Baa3" or higher from Xxxxx'x; provided, if the Borrower shall does not have delivered such rating, there has been no change in the business, assets, operations, prospects or condition, financial or otherwise, the Borrower and its Regulated Subsidiaries, and, to the best of Borrower's Knowledge, all of its other Subsidiaries taken as a completed Borrowing Request whole, that individually, or application for in the aggregate, could not be expected to have a Material Adverse Effect. (d) Prior to the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower shall have confirmed in writing to Lender that it has received all necessary regulatory approvals permitting Borrower to provide the cash collateral, as applicable. set forth in Section 2.04 (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currencyh). Each Loan Borrowing and each issuance issuance, amendment, renewal or increase 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 paragraphs (a), (b) and (bc) of this Section 4.02Section. ARTICLE V

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment)Borrowing, and of the Issuing Banks Bank to issue issue, amend, renew or increase the face amount of extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of Holdings and the Borrower Loan Parties set forth in this Agreement the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, except applicable (it being understood and agreed that (i) any representation or warranty which by its terms is made as of a specified date shall be required to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true and correct in all material respects only as of such earlier specified date, (ii) and that any representation and or warranty that which is qualified as subject to “materiality” or “Material Adverse Effect” 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 Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such date. (c) The Borrower shall have delivered a completed Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currencycontinuing. Each Loan Borrowing and each issuance issuance, amendment, renewal or increase extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section 4.02Section. 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 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. ARTICLE VV 69

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (including, for the avoidance of doubt, other than the 2021 Incremental Loansas set out below, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendmentborrowing of Bridge Loans), and of the each Issuing Banks Bank to issue issue, amend, renew or increase the face amount of extend any Letter of CreditCredit (other than any initial Borrowing under any First Lien Incremental Facility and any Delayed Draw Incremental Term Borrowing), is subject to receipt of the request therefor in accordance herewith 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 (a)In the case of any Borrowing of BridgeTerm Loans, Revolving Loans or a Swingline Loan, (1)the First Lien Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (b) (2)The representations and warranties of Holdings and the Borrower each Loan Party set forth in this Agreement 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 in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicablethe case may be; provided that, except that (i) in each case, to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided further that, (ii) in each case, any representation and warranty that is qualified as to “materiality,” or “Material Adverse Effect” or similar language shall be true and correct in all respects. (b) At respects on the time of and immediately after giving effect to such Loan or the issuance or increase date of such Letter of Creditcredit extension or on such earlier date, as applicable, no Default shall have occurred and be continuing on such date. the case may be; (c3) The Borrower shall have delivered a completed Borrowing Request or application be in Pro Forma Compliance with the Financial Performance Covenant for a Letter the Test Period then last ended (regardless of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, whether such currency remains an Eligible Currency. Each Loan and each issuance or increase 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 this Section 4.02. ARTICLE VFinancial Performance -122- [EMEA_ACTIVE 302040156_13]

Each Credit Event. The obligation of each Lender to make any Loan (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment)Loan, and of the each Issuing Banks Bank to issue issue, amend, renew or increase the face amount of extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) The representations and warranties (i) in the case of Holdings a Loan made in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Borrower set forth in this Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such 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 issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that (i) refers to the extent that such representations and warranties specifically refer to an earlier a specific date, such representations and warranties shall be true and correct in all material respects as of such earlier specific date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. ; (b) At in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made in connection with a Commitment Increase in connection with a Specified Purchase) at the time of and immediately after giving effect to such Loan or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing on such date. continuing; and (c) The either (i) the 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 and any concurrent acquisitions of Portfolio Investments or payment of outstanding Advance under this Agreement or Other Covered Indebtedness, or any other Indebtedness that is included in the Covered Debt Amount. (d) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit, Borrower shall have delivered a completed Borrowing Request to the Administrative Agent in respect of such Loan or application for a issuance, amendment, renewal or extension of any Letter of Credit, as applicable. Each Borrowing (dbut not a continuation or conversion thereof) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance issuance, amendment, renewal or increase 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 this Section 4.02the preceding sentence. ARTICLE VV AFFIRMATIVE COVENANTS Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired, been terminated, Cash Collateralized or backstopped and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

Each Credit Event. The obligation obligations of each Lender the Lenders to make any Loan (other than Revolving Loans on the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of the Issuing Banks to issue or increase the face amount occasion of any Letter of Credit, is subject to borrowing after the satisfaction Effective Date shall not become effective until the date on which each of the following conditionsconditions shall be satisfied (or waived by the Lenders in their sole discretion in accordance with Section 9.02) after giving effect to the requested Revolving Loan: (a) The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of Holdings contained herein and in the Borrower set forth in this Agreement other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance or increase of such Letter of Credit, as applicable, (except that (i) to the extent that such representations and warranties specifically refer to an earlier datethat by their terms are qualified by materiality or a Material Adverse Effect, such which representations and warranties shall be true and correct in all material respects respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan or the issuance or increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such date). (c) The Borrower Administrative Agent shall have delivered received a completed Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance or increase of a Letter of Credit shall be deemed to constitute a representation and warranty certificate signed by the Borrower on chief financial officer of Altera Infrastructure Group Ltd., confirming compliance with the date thereof as to the matters specified conditions set forth in clauses (ab) and (bi) of this Section 4.02, in the form of Exhibit F. (d) The Administrative Agent shall have received a certificate, dated the date of any borrowing under the Facility hereunder and signed by the chief financial officer of Altera Infrastructure Group Ltd., as to the solvency of Borrower and the Subsidiaries on a pro forma consolidated basis after giving effect to any borrowings under this Agreement on the date of any borrowing under the Facility hereunder and the other transactions contemplated herein to occur on the Effective Date, in the form of Exhibit D. (e) The Lenders shall have received all fees payable by Borrower under Section 2.10, including, to the extent invoiced, payment or reimbursement of all fees and expenses required to be paid or reimbursed by the Borrower under any Loan Document (any such fees and amounts shall be net of the Revolving Loan proceeds received by Borrower upon a borrowing hereunder). ARTICLE V(f) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations that are applicable to the Lenders (which shall include, without limitation, incumbency certificates of the Responsible Officers of the Borrower executing the Loan Documents to which it is a party), including the USA Patriot Act, at least three Business Days prior to the date of borrowing under the Facility hereunder. (g) Other than changes occurring in the ordinary course of business, no information or materials are or should have been available to Borrower and its Subsidiaries as of the date of the borrowing under the Facility hereunder that are materially inconsistent with the material previously provided to the Administrative Agent for its due diligence review of Borrower and its Subsidiaries. (h) Since the date of the most recent Revolving Loan borrowing, no event, circumstance or change shall have occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan (other than the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment)Borrowing, and of the Issuing Banks Bank to issue issue, amend, renew or increase the face amount of extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of Holdings and the Borrower Loan Parties set forth in this Agreement the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, except applicable (it being understood and agreed that (i) any representation or warranty which by its terms is made as of a specified date shall be required to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true and correct in all material respects only as of such earlier specified date, (ii) and that any representation and or warranty that which is qualified as subject to “materiality” or “Material Adverse Effect” 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 Loan Borrowing or the issuance issuance, amendment, renewal or increase extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing on such date. continuing; and (c) The Borrower shall have delivered a completed After giving effect to any Borrowing Request or application for a the issuance, amendment, renewal or extension of any Letter of Credit, as applicable. (d) In the case of a Borrowing to Borrowers shall be denominated in an Alternative Currency, such currency remains an Eligible Currencycompliance with the Revolving Exposure Limitations. Each Loan Borrowing and each issuance issuance, amendment, renewal or increase extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b) of this Section 4.02Section, 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 the 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. ARTICLE VV.

Each Credit Event. The obligation obligations of each Lender the Lenders to make any Loan (other than Revolving Loans on the 2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of the Issuing Banks to issue or increase the face amount occasion of any Letter of Credit, is subject to borrowing after the satisfaction Effective Date shall not become effective until the date on which each of the following conditionsconditions shall be satisfied (or waived by the Lenders in their sole discretion in accordance with Section 9.02) after giving effect to the requested Revolving Loan: (a) The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of Holdings contained herein and in the Borrower set forth in this Agreement other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance or increase of such Letter of Credit, as applicable, (except that (i) to the extent that such representations and warranties specifically refer to an earlier datethat by their terms are qualified by materiality or a Material Adverse Effect, such which representations and warranties shall be true and correct in all material respects respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan or the issuance or increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing on such date). (c) The Borrower Administrative Agent shall have delivered received a completed Borrowing Request or application for a Letter of Credit, as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance or increase of a Letter of Credit shall be deemed to constitute a representation and warranty certificate signed by the Borrower on an officer of the date thereof as to Borrower, confirming compliance with the matters specified conditions set forth in clauses (ab) and (bi) of this Section 4.02, in the form of Exhibit F. (d) The Administrative Agent shall have received a certificate, dated the date of any borrowing under the Facility hereunder and signed by an officer of the Borrower, as to the solvency of Borrower and the Subsidiaries on a pro forma consolidated basis after giving effect to any borrowings under this Agreement on the date of any borrowing under the Facility hereunder and the other transactions contemplated herein to occur on the Effective Date, in the form of Exhibit D. (e) The Lenders shall have received all fees payable by Borrower under Section 2.10, including, to the extent invoiced, payment or reimbursement of all fees and expenses required to be paid or reimbursed by the Borrower under any Loan Document (any such fees and amounts shall be net of the Revolving Loan proceeds received by Borrower upon a borrowing hereunder). ARTICLE V(f) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations that are applicable to the Lenders (which shall include, without limitation, incumbency certificates of the Responsible Officers of the Borrower executing the Loan Documents to which it is a party), including the USA Patriot Act, at least three Business Days prior to the date of borrowing under the Facility hereunder. (g) Other than changes occurring in the ordinary course of business, no information or materials are or should have been available to Borrower and its Subsidiaries as of the date of the borrowing under the Facility hereunder that are materially inconsistent with the material previously provided to the Administrative Agent for its due diligence review of Borrower and its Subsidiaries.