Common use of All Credit Events Clause in Contracts

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n)).

All Credit Events. On The obligations of the date Lenders (including the Swingline Lenders) to make Loans and of each Borrowing (other than a conversion the Issuing Bank to issue, amend, extend or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a renew any Letter of Credit (each such event being called a “Credit Event”):) are subject to the satisfaction of the following conditions on the date of each Credit Event: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the applicable Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the each Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan but excluding the conversion of a Eurodollar Borrowing to an ABR Borrowing or vice versa or the continuation or conversion of the Interest Period of a Eurodollar Borrowing into another permitted Interest Period, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing Credit Event (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit Closing Date (each such event being called a “Credit Event”except with respect to clause (a) below)): (a) The Administrative Agent shall have received received, in the case of a notice of such Borrowing, a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given 2.03, in accordance with the case of a Swingline Facility Borrowing, a Swingline Facility Borrowing Request as required by Section 2.022.23(b) or, in the case of the issuance, amendment, extension or renewal issuance of a Revolving Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal issuance of such Revolving Letter of Credit as required by Section 2.23(b2.05(b) or, (in the case of the Borrowing any Revolving Letter of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(bCredit). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document hereof shall be true and correct in all material respects (unless qualified by materiality or Material Adverse Effect, in which case the accuracy of such qualified representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving 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 as of such earlier date). (c) At the time of and immediately after such Credit EventEvent (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit), as applicable, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit) shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On In respect of any Borrowing, the Lender will only be obliged to comply with Article II if, on or as of the date of each such Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the representations and warranties set forth in Article III and in each other Loan Document (disregarding any exception in such representations and warranties relating to materiality or a Company Material Adverse Effect) shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, date (except to the extent for any such representations and warranties expressly relate to which address matters only as of an earlier date, which shall be true and correct in all material respects as of such earlier date), except for such failures to be true and correct which do not have a Company Material Adverse Effect. (cb) At the time of and immediately after such Credit EventBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (c) A Superior Proposal Termination shall not have occurred. (d) Except with respect A Lender Termination shall not have occurred. (e) Prior to the Credit Event Initial Borrowing, the Lender shall have received (i) a copy of the certificate or articles of incorporation or other formation documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to occur the good standing of such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, limited partnership agreement, operating agreement or other governing document of such Loan Party as in effect on the Closing DateDate and at all times since a date prior to the date of the resolutions described in clause (B) below (such by-laws, limited partnership agreement, operating agreement or other governing document to be in form and substance reasonably satisfactory to the Lender), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the Administrative Agent Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above. (f) Prior to the Initial Borrowing, the Lender shall have received a certificate of a Financial Officer (i) this Agreement and each of the Borrower other Loan Documents, each executed and delivered by a duly authorized officer of each Loan Party thereto, and (ii) if requested by the Lender pursuant to Section 2.03, a promissory note or notes conforming to the effect that, on the date requirements of such Credit Event Section and after giving pro forma effect thereto executed and to the use delivered by a duly authorized officer of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))Borrower.

All Credit Events. On The obligations of the date Lenders (including the Swingline Lender) to make Loans and of each Borrowing (other than a conversion the Issuing Bank to issue, amend, extend or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a renew any Letter of Credit (each such event being called a “Credit Event”):) are subject to the satisfaction of the following conditions on the date of each Credit Event: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a (i) any Borrowing made pursuant to Section 2.02(f) or (ii) any continuation or conversion or a continuation of a BorrowingBorrowing pursuant to Section 2.10 into a Borrowing that does not increase the aggregate principal amount of Loans outstanding), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal issuance of a Letter of Credit (each such event being called a “"Credit Event”"): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal issuance of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal issuance of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document hereof shall be true and correct in all material respects on and as of the date of such Credit Event 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 have been true and correct in all material respects on such earlier date). (c) At Each Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the each Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), ) (cexcept as aforesaid) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of the making of each Borrowing (other than a conversion or a continuation of a Borrowing)Loan, including each Borrowing the making of a Swingline Loan and on the date of each issuance, amendment, extension issuance or renewal amendment of a Letter of Credit (each such event being called a “Credit Event”; it being understood that the conversion into a Eurodollar Loan, an ABR Loan, a BA Rate Loan or a Canadian Base Rate Loan or continuation of a Eurodollar Loan or BA Rate Loan does not constitute a Credit Event): (a) The Administrative Agent shall have received a notice of such Borrowing Loan as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the relevant Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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 they shall be true and correct in all material respects as of such earlier date; provided, however, that solely for purposes of representations and warranties made on the Closing Date, such representations and warranties shall be limited in all respects to the representations and warranties in Sections 3.01(d), 3.02(a), 3.03, 3.10, 3.11 and 3.21 and the Other Closing Date Representations. (c) At the time of and immediately after such Credit EventEvent (other than any Credit Event occurring on the Closing Date), no Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings Borrowers to the relevant Lenders and/or Issuing Banks on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On As of the date time of each Borrowing Credit Event hereunder (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “initial Credit Event”): (a) The In the case of a Borrowing, the Administrative Agent shall have received a the notice of such Borrowing as required by Section 2.03 2.2 hereof (including any deemed notice under Section 2.2(c)) or 3.3 or 4.2 hereof, as applicable, and the Note of the relevant Borrower required by Section 5.6 hereof for a Borrowing of such notice shall have been deemed given in accordance with Section 2.02) or, type; in the case of the issuance, amendment, issuance of any Letter of Credit the relevant Issuing Agent shall have received a duly completed Application for a Letter of Credit; and in the case of an extension or renewal increase in the amount of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) orwritten request therefor, in a form acceptable to the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b).relevant Issuing Agent; (b) Except with respect to In the case of a Credit Event to occur on the Closing Dateother than a Refunding Borrowing, each of the representations and warranties of the Company and Borrowing Subsidiaries set forth in Article III Sections 9 (other than the last sentence of Section 9.4) and in each other Loan Document 10 hereof shall be and remain true and correct in all material respects on and as of the said time, except that if any such representation or warranty relates solely to an earlier date of such Credit Event with the same effect as though made on and it need only remain true as of such date, except to the extent such representations and warranties expressly relate to an earlier date.; (c) At In the time case of a Credit Event other than (i) a Refunding Borrowing in Domestic Rate Loans and immediately after such Credit Event(ii) a Refunding Borrowing in Eurocurrency Loans (refunding a Borrowing denominated in an Alternative Currency) in the same Alternative Currency with an Interest Period not exceeding one (1) calendar month, no Default or Event of Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (d) Except with respect to In the case of a Credit Event (including a Refunding Borrowing), after giving effect to occur on such Credit Event, (i) neither the Closing DateOriginal Dollar Amount nor the U.S. Dollar Equivalent of the aggregate principal amount of all Revolving Loans (whether Committed Revolving Loans or Swing Line Loans and L/C Obligations outstanding hereunder shall exceed the Revolving Credit Commitments then in effect minus, until the IBICO GmbH Pledge Event has occurred, $10,000,000, (or, if less, the Administrative Agent Borrowing Base as then determined and computed in accordance with the terms hereof), (ii) the aggregate Original Dollar Amount of Committed L/C Obligations shall have received a certificate not exceed the L/C Commitment then in effect, (iii) the aggregate principal amount of a Financial Officer Domestic Swing Line Loans outstanding hereunder shall not exceed the lesser of the Borrower to Unused Revolving Credit Commitments minus, until the effect thatIBICO GmbH Pledge Event has occurred, on $10,000,000, and the date of such Credit Event and after giving pro forma effect thereto and to Domestic Swing Line Commitment, (iv) neither the use aggregate Original Dollar Amount nor the U.S. Dollar Equivalent of the proceeds thereofaggregate principal amount of Multicurrency Swing Line Loans and Foreign Credit L/C Obligations outstanding hereunder shall exceed the lesser of the Unused Revolving Credit Commitments minus, until the Borrower would be IBICO GmbH Pledge Event has occurred, $10,000,000, and the Multicurrency Swing Line Commitment, and (v) neither the Original Dollar Amount nor the U.S. Dollar Equivalent of all Loans and L/C Obligations denominated in pro forma compliance with an Alternative Currency and outstanding hereunder shall exceed the covenants set forth Foreign Currency Sub-Limit (if any) for such Alternative Currency; and (e) Such Borrowing shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to any Bank (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in Sections 6.11, 6.12 and 6.13effect. Each Credit Event request for a Borrowing hereunder shall be deemed to constitute be a representation and warranty by the Borrower and Holdings Company on the date of such Credit Event Borrowing as to the matters facts specified in paragraphs (b), (c) and (d) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))11.2.

All Credit Events. On At the date time of each Borrowing Credit Event hereunder (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and any Credit Event on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”Closing Date): (a) The Administrative Agent shall have received a notice each of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the representations and warranties set forth in Article III herein and in each the other Loan Document Documents shall be and remain true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such datesaid time, except to the extent such representations and warranties the same expressly relate to an earlier date.; (cb) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (dc) Except with respect to in the Credit Event to occur on the Closing Date, case of a Borrowing the Administrative Agent shall have received the notice required by Section 1.4 hereof; (d) after giving effect to such Credit Event, the aggregate principal amount of all Loans and the L/C Obligations then outstanding does not exceed the lesser of (i) the Commitment and (ii) the Borrowing Base, and the Borrower shall have delivered to the Administrative Agent a certificate in the form attached hereto as Exhibit A in evidence thereof; (e) after giving effect to such Credit Event, the Borrower’s Tangible Net Worth shall be the greater of (i) $8,000,000 and (ii) 7.5% of the aggregate principal amount of all Loans outstanding; andprior to the initial Borrowing of a Financial Officer Revolving B Loan, the Revolving B Lenders shall have approved the form of the Borrower agreements relating to the effect thatMerchants Plus Program, on which such form shall be in form and substance reasonably acceptable to the date of Revolving B Lenders; and (f) such Credit Event and after giving pro forma effect thereto and shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the use Administrative Agent, the L/C Issuer, or any Lender (including, without limitation, Regulation U of the proceeds thereof, Board of Governors of the Borrower would be Federal Reserve System) as then in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13effect. Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower and Holdings on the date of on such Credit Event as to the matters facts specified in paragraphs subsections (ba) through (fd), (c) and (d) both inclusive, of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))Section.

All Credit Events. On the date The obligation of each Borrowing (other than a conversion or a continuation of a Borrowing)Lender to make each Loan, including each Borrowing of a Swingline Loan and on the date obligation of each issuance, amendment, extension or renewal of a Issuing Lender to issue each Letter of Credit (each such event being called a “Credit Event”):Credit, are subject to the satisfaction of the following conditions. LAW2:13233 59 54 (a) The Administrative Agent shall have received a request for, or notice of of, such Borrowing Credit Event if and as required by Section 2.03 (2.3, 2.7, 2.11, 2.12, 2.14 or such notice shall have been deemed given in accordance with Section 2.02) or2.15, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b)applicable. (b) Except with respect to the Credit Event to occur on the Closing Date, Each of the representations and warranties set forth made by the Loan Parties in Article III and of this Agreement or in each other Loan Document Section 10 of the Guarantee Agreement or Section 4 of the Stock Pledge Agreement (if then in effect), or in any certificate delivered pursuant hereto or thereto, shall be true and correct in all material respects on and as of the date of such Credit Event (and, in the case of the Credit Events occurring on the Merger Date, after giving effect to the Merger) 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 as of such earlier date. (c) At the time of and immediately after giving effect to such Credit Event, Event no Default or Event of Default shall have occurred and be continuing. (d) Except with respect to In the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate case of a Financial Officer Revolving Credit Facility Loan or a Letter of the Borrower Credit, after giving effect to the effect that, on the date of such Credit Event Event, (i) the Outstanding Revolving Extensions of Credit of each Revolving Credit Lender shall not exceed such Revolving Credit Lender's Revolving Credit Commitment then in effect and after giving pro forma effect thereto and to (ii) the use of Total Revolving Credit Facility Exposure shall not exceed the proceeds thereof, the Borrower would be Total Revolving Credit Commitment then in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13effect. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings Westinghouse on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.2.

All Credit Events. On the date of each Borrowing (other than a conversion on or a continuation of a Borrowing)after the Restatement Date, including each Borrowing of a Swingline Loan Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit on or after the Restatement Date (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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 on and as of such earlier date. (c) At Each Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed, and, at the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect After giving effect to the such Credit Event to occur on the Closing DateEvent, the Administrative Agent Aggregate Revolving Credit Exposure shall have received a certificate of a Financial Officer of not exceed the Borrower to the effect that, on the date of such Total Revolving Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13Commitment. Each Credit Event shall be deemed to constitute a joint and several representation and warranty by the Borrower and Holdings Borrowers on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On At the date time of each Borrowing Credit Event hereunder (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and any Credit Event on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”Closing Date): (a) The Administrative Agent shall have received a notice each of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the representations and warranties set forth in Article III herein and in each the other Loan Document Documents shall be and remain true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such datesaid time, except to the extent such representations and warranties the same expressly relate to an earlier date.; (cb) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (dc) Except with respect to in the Credit Event to occur on the Closing Date, case of a Borrowing the Administrative Agent shall have received the notice required by Section 1.4 hereof; (d) after giving effect to such Credit Event, the aggregate principal amount of all Loans and the L/C Obligations then outstanding does not exceed the lesser of (i) the Commitment and (ii) the Borrowing Base, and the Borrower shall have delivered to the Administrative Agent a certificate in the form attached hereto as Exhibit A in evidence thereof; (e) after giving effect to such Credit Event, the Borrower’s Tangible Net Worth shall be the greater of a Financial Officer (i) $8,000,000 and (ii) 7.5% of the Borrower to the effect that, on the date aggregate principal amount of all Loans outstanding; and (f) such Credit Event and after giving pro forma effect thereto and shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the use Administrative Agent, the L/C Issuer, or any Lender (including, without limitation, Regulation U of the proceeds thereof, Board of Governors of the Borrower would be Federal Reserve System) as then in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13effect. Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by the Borrower and Holdings on the date of on such Credit Event as to the matters facts specified in paragraphs subsections (ba) through (f), (c) and (d) both inclusive, of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))Section.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension issuance of or renewal of increase to a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension issuance of or renewal of increase to a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension issuance of or renewal of increase to such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Event 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 have been true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. (c) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. (d) Except with respect After giving effect to the such Credit Event to occur on the Closing DateEvent, the Administrative Agent Line Cap shall have received a certificate exceed the Aggregate Revolving Credit Exposure at such time. (e) If at the time of and after giving effect to such Credit Event, Excess Availability is less than the greater of (i) $95,000,000 and (ii) 10% of the Line Cap, the Consolidated Fixed Charge Coverage Ratio as of the most recently ended Test Period shall not be less than 1.00 to 1.00 (for the avoidance of doubt, on an actual, and not pro forma, basis), as evidenced by the certification of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13Borrower. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings Parent on the date of such Credit Event as to the applicable matters specified in paragraphs (b), (c), (d) and (de) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.02.

All Credit Events. On the date of each Borrowing (other than a conversion on or a continuation of a Borrowing)after the Closing Date, including each Borrowing of a Swingline Loan and Loan, on the date of each issuance, amendment, extension or renewal of a Letter of Credit on or after the Closing Date and on the Third Restatement Date (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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 on and as of such earlier date; provided that, with respect to any Credit Event occurring on the Closing Date only, any breach of any such representation or warranty shall not constitute a failure of this condition unless it constitutes a breach of (i) a representation or warranty made in the Purchase Agreement by the Target that is material to the interests of the Lenders but only to the extent that the Borrower has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representation or warranty in the Purchase Agreement and (ii) a representation or warranty of the Borrower set forth in any of Sections 3.01, 3.02, 3.03, 3.05 (solely with respect to financial statements of the Borrower and its consolidated Subsidiaries), 3.11, 3.12, 3.15 and 3.25 hereof. (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed, and, at the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing; provided that, with respect to any Credit Event occurring on the Closing Date only, any Default or Event of Default arising from the breach of any representation or warranty set forth in the Loan Documents shall not constitute a failure of this condition unless it constitutes a breach of (i) a representation or warranty made in the Purchase Agreement by the Target that is material to the interests of the Lenders but only to the extent that the Borrower has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representation or warranty in the Purchase Agreement and (ii) a representation or warranty of the Borrower set forth in any of Sections 3.01, 3.02, 3.03, 3.05 (solely with respect to financial statements of the Borrower and its consolidated Subsidiaries), 3.11, 3.12, 3.15 and 3.25 hereof. (d) Except with respect After giving effect to the such Credit Event to occur on the Closing DateEvent, the Administrative Agent Aggregate Revolving Credit Exposure shall have received a certificate of a Financial Officer of not exceed the Borrower to the effect that, on the date of such Total Revolving Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13Commitment. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “"Credit Event”"): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 Request (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b2.21(b). (b) Except The Borrower and each other Loan Party shall be in compliance in all material respects with respect all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after such Credit Event to occur on the Closing DateEvent, the no Default shall have occurred and be continuing. (c) The representations and warranties set forth in Article III and hereof or in each any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (cd) At For each Revolving Credit Loan and each Letter of Credit issuance, the time of and immediately Borrowing Base (as determined upon the most recent Borrowing Base Certificate delivered hereunder) shall exceed the Aggregate Revolving Credit Exposure after giving effect to such Credit Event, no Default or Event of Default shall have occurred and be continuing. (de) Except with respect 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, which does or seeks to enjoin, prohibit or restrain, the Credit Event making or repayment of the Revolving Loans. (f) There shall not have occurred any event or circumstances that has had or could reasonably be expected to occur on result in a Material Adverse Effect since March 31, 2001. (g) The Administrative Agent and the Closing Date, Lenders shall have received and the Administrative Agent shall have received be satisfied (as to form and substance) with a certificate of a Financial Officer Borrowing Base Certificate prepared as of the Borrower to the effect that, on the date of Business Day immediately preceding such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13Event. Each Credit Event and each delivery of a Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c), (d), (e) and (df) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On At the date time of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):Event hereunder: (a) The Administrative Agent shall have received a notice each of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the representations and warranties set forth in Article III herein and in each the other Loan Document Documents (except in the case of any Credit Event occurring after the Closing Date, those contained in Sections 6.5 and 6.8) shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such datesaid time, except to the extent such representations and warranties the same expressly relate to an earlier date., in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein); (cb) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing.continuing or would occur as a result of such Credit Event; (di) Except with respect to in the case of a Borrowing constituting a Credit Event to occur on the Closing DateEvent, the Administrative Agent shall have received the notice required by Section 1.6 or Section 1.7 hereof, (ii) in the case of the issuance of any Letter of Credit, the applicable L/C Issuer shall have received a certificate duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof, and (iii) in the case of an extension or increase in the amount of a Financial Officer Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form acceptable to such L/C Issuer together with fees called for by Section 2.1 hereof; and (d) If the applicable Borrower is a Designated Borrower, then, with respect to the first Credit Event for such Designated Borrower, the conditions of Section 1.16 to the designation of such Borrower as a Designated Borrower shall have been met as reasonably determined by the Administrative Agent. Each request for a Borrowing constituting a Credit Event hereunder and each request for the issuance of, increase in the amount of, or extension of the Borrower to the effect thatexpiration date of, on the date a Letter of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute be a representation and warranty by the Borrower and Holdings making such request on the date of on such Credit Event as to the matters facts specified in paragraphs subsections (ba) through (c), (c) and (d) both inclusive, of this Section 4.01 (orSection; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders with respect Revolving Credit Commitments, notwithstanding the failure of any Borrower to satisfy one or more of the Credit conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))of Default or other condition set forth above that may then exist.

All Credit Events. On The obligations of the date Lenders (including the Swingline Lenders) to make Loans and of each Borrowing (other than a conversion the Issuing Bank to issue, amend, extend or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a renew any Letter of Credit (each such event being called a “Credit Event”):) are subject to the satisfaction of the following conditions on the date of each Credit Event: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the applicable Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Restatement Date, the representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At Except with respect to the Credit Event to occur on the Restatement Date, at the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the each Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):Credit: (a) The Administrative Agent shall have received received, in the case of a notice of such Borrowing, a Borrowing Request as required by Section 2.03 (or such notice a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal issuance of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b2.05(b). (bi) Except with respect to In the case of each Credit Event to occur that occurs on the Closing Date, the representations and warranties made in Sections 3.01(a), (b) and (d), 3.02(a), 3.03, 3.10, 3.11 and 3.24 shall be true and correct in all material respects; and (ii) in the case of each other Credit Event, the representations and warranties set forth in Article III and in each other the Loan Document Documents shall be true and correct in all material respects on and as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the date stated amount of such Credit Event 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 as of such earlier date). (c) At In the case of each Credit Event that occurs after the Closing Date, at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit Event(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 Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Datecontinuing or would result therefrom. Each such Borrowing and each issuance, the Administrative Agent shall have received a certificate amendment, extension or renewal of a Financial Officer Letter of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or), in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except Other than in connection with respect to the initial Credit Event to occur on the Closing Date, the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate . The delivery of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event each Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower Borrowers and Holdings on the date of such delivery and the date of the Credit Event specified therein as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On The obligations of the Lenders to make Loans hereunder (including the obligation of the Swingline Lender to make Swingline Loans hereunder), and the obligation of the Issuing Bank to issue Letters of Credit hereunder, are subject to the satisfaction of the conditions that on the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan Borrowing) and on the date of issuance of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):Credit: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (2.04 or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal issuance of such Letter of Credit as required by Section 2.23(b) or2.22(d), in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b)applicable. (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each the representations and warranties of the Borrower and the other Loan Document Parties set forth in the other Loan Documents (except, in the case of a refinancing of Revolving Loans or Swingline Loans that does not increase the aggregate principal amount of outstanding Revolving Loans or Swingline Loans, as applicable, the representations set forth in Sections 3.06 and 3.09) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of the issuance of such Letter of Credit Event 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 on and as of such earlier date). (c) At the time of and immediately after such Borrowing or the issuance of such Letter of Credit, the aggregate outstanding principal amount of the Loans of each Class and the Dollar Amount of all Letter of Credit EventExposure shall not exceed the limitations set forth in Sections 2.02 and 2.22(a) and (b). (d) At the time of and immediately after such Borrowing or the issuance of such Letter of Credit, no Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate . Each Borrowing hereunder and each issuance of a Financial Officer Letter of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event hereunder shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Borrowing or issuance of such Letter of Credit Event as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.01 (or4.02. For purposes of this Section 4.02, with respect a "Borrowing" does not include a conversion or continuation of a previously outstanding Term Borrowing pursuant to the Credit Event to occur on the Closing Date, as to the matters specified in 73 79 Section 4.02(n))2.11.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to in the Credit Event to occur on case of a Borrowing that does not increase the Closing Dateaggregate principal amount of Loans outstanding of any Lender, the representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time No Event of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. (d) Except with respect to In the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate case of a Financial Officer Borrowing of the Borrower to the effect thata Revolving Loan or a Swingline Loan, on the date of such Credit Event and immediately after giving pro forma effect thereto to such Borrowing and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11aggregate amount of cash and Permitted Investments on hand at Holdings, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to Subsidiaries shall not exceed $10,000,000, excluding for purposes hereof (i) cash and Permitted Investments held in the matters specified in paragraphs (b)Contingent Note Reserve, (cii) funds on deposit in any bank account and used for current payroll purposes and (d) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(niii)).

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of L/C Credit Extension (each such event being called a “Credit Event”including on the Amendment Effective Date): (a) The Administrative Agent shall have received received, in the case of a notice of such Borrowing, a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Creditan L/C Credit Extension, the Issuing Bank applicable L/C Issuer and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit Application as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b2.05(b). (b) Except in the case of any Borrowing (other than a Revolving Facility Borrowing) in connection with respect to the Credit Event to occur on the Closing Datea Limited Condition Acquisition, the representations and warranties set forth in Article III and in each other the Loan Document Documents shall be true and correct in all material respects on and as of such date (except to the date of extent such Credit Event representations and warranties are qualified by “materiality” or “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects), 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 as of such earlier date). (c) At Subject in the case of any Borrowing (other than a Revolving Facility Borrowing) in connection with a Limited Condition Acquisition to the limitations in Section 1.07(a), at the time of and immediately after such Borrowing or L/C Credit EventExtension, as applicable, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each such Borrowing and each L/C Credit Event Extension shall be deemed to constitute a representation and warranty by the Borrower and Holdings Borrowers on the date of such Borrowing or L/C Credit Event Extension as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing under Section 2.10 or a Mandatory Borrowing), including each Borrowing of a Swingline Loan Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.02(f)) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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 they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification contained therein) in all respects. (c) At the time of and immediately after such Credit EventEvent (and the use of proceeds thereof), no Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings Borrowers on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (d) c), as applicable, of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, renewal or extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, renewal or extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, renewal or extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b2.20(b). (b) Except in the case of a Borrowing that does not increase the aggregate principal amount of Loans outstanding of any Lender, the representations and warranties set forth herein (other than, with respect to a Borrowing the Credit Event proceeds of which are used solely to occur on the Closing Daterefinance maturing commercial paper, the representations and warranties set forth in Article III Sections 3.06 and 3.09) and in each the other Loan Document Documents shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At Each Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the each Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), ) (cexcept as aforesaid) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuanceL/C Credit Extension (in each case of clauses (b) and (c) below, other than in connection with Incremental Term Loans, Incremental Revolving Facility Commitments, Extended Term Loans, Extended Revolving Facility Commitments, Refinancing Term Loans and Replacement Revolving Facility Commitments to the extent not required by the Lenders providing such Incremental Term Loans, Incremental Revolving Facility Commitments, Extended Term Loans, Extended Revolving Facility Commitments, Refinancing Term Loans and Replacement Revolving Facility Commitments, as set forth in the applicable Incremental Assumption Agreement): (a) The Administrative Agent shall have received, in the case of a Borrowing, 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 an L/C Credit Extension, the applicable L/C Issuer and the Administrative Agent shall have received a Letter of Credit Application as required by Section 2.05(b). (b) Except in the case of an amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, without any increase in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal stated amount of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing DateCredit, the representations and warranties set forth in Article III and in each other the Loan Document Documents shall be true and correct in all material respects on and as of the date of such Credit Event date, in each case, 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 as of such earlier date). (c) At the time of and immediately after such Borrowing or L/C Credit EventExtension (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 Event of Default shall have occurred and be continuing. . Each such Borrowing (d) Except with respect subject to the immediately preceding paragraph) and each such L/C Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event Extension shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event Borrowing or L/C Extension as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (Credit Event, other than a conversion any Revolving Loan made pursuant to Section 2.02(e) that does not exceed the principal amount of the Borrowing being refinanced thereby or a continuation of a Borrowing), including each Borrowing of a Swingline any Revolving Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”made pursuant to Section 2.02(f): (a) The Administrative Agent and, where applicable, the Issuing Lender shall have received a notice of such Borrowing Credit Event as required by Section 2.03 (or such notice shall have been deemed given in accordance with and Section 2.02) or3.01(c), in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b)respectively. (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document IV hereof shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At The Borrower and each Subsidiary Guarantor shall be in compliance with all terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Credit Event, Event no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to In the case of each Revolving Credit Event to occur on the Closing DateBorrowing or issuance of a Letter of Credit, (i) the Administrative Agent shall have received a certificate Borrowing Base Certificate in accordance with Section 6.04(e) and (ii) at such time, Revolving Credit Utilization (after giving effect to such Credit Event) shall not exceed the then-current Borrowing Base. (e) In the case of a Financial Officer of the Borrower to the effect that, on the date of such Revolving Credit Event and after giving pro forma effect thereto and to the use Borrowing all or part of the proceeds thereofof which are to be used to finance all or part of the purchase price to be paid in connection with any Qualified Acquisition other than the Proposed TNT Acquisition or a replacement therefor made in accordance with Section 7.05(d), the Borrower would be principal amount of such Borrowing so applied shall not exceed the lesser of (i) the purchase price paid in pro forma compliance connection with such Qualified Acquisition, together with the covenants set forth in Sections 6.11costs and reasonable expenses related to such Qualified Acquisition, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dii) the difference between (A) $55,000,000 and (B) the amount of this Section 4.01 all Borrowings used to finance all or part of the purchase price to be paid and such related costs and expenses in connection with Qualified Acquisitions (or, with respect to other than the Credit Event to occur on Proposed TNT Acquisition) since the Closing Date, as to the matters specified in Section 4.02(n)).

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing under Section 2.10 or a Mandatory Borrowing), including each Borrowing of a Swingline Loan Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.02(f)) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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 they shall be true and correct in all material respects as of such earlier date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification contained therein) in all respects. (c) At the time of and immediately after such Credit EventEvent (and the use of proceeds thereof), no Default or Event of Default shall have occurred and be continuing. (d) Except with With respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received any Borrowing (other than a certificate conversion or a continuation of a Financial Officer Borrowing under Section 2.10 or a Mandatory Borrowing), including each Borrowing of the Borrower to the effect thata Swingline Loan, on the date of such Credit Event and Unrestricted Cash shall not exceed $10,000,000 immediately after giving pro forma effect thereto to such Borrowing and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (d) ), as applicable, of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On The obligations of the date Lenders (including the N.Z. Swingline Lenders) to make Loans and of each Borrowing (other than a conversion the Issuing Banks to issue, amend, extend or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a renew any Letter of Credit (each such event being called a “Credit Event”):) are subject to the satisfaction of the following conditions on the date of each Credit Event: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a N.Z. Swingline Loan, the applicable N.Z. Swingline Lender and the Administrative Agent shall have received a notice requesting such N.Z. Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the each Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan but excluding the conversion of a Eurodollar Borrowing to an ABR Borrowing or vice versa or the continuation or conversion of the Interest Period of a Eurodollar Borrowing into another permitted Interest Period) and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “"Credit Event”"): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the If such Credit Event to occur on is the Closing Date, the Administrative Agent shall have received a certificate making of a Financial Officer of the Borrower Revolving Credit Borrowing or a Swingline Loan then, after giving effect to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the proposed use of the proceeds thereof, the amount of all cash and Permitted Investments of the Borrower would be in pro forma compliance with and the covenants set forth in Sections 6.11, 6.12 and 6.13Subsidiaries shall not exceed $20,000,000. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings Borrowers on the date of such Credit Event as to the matters specified in paragraphs (b), ) and (c) and and, if such Credit Event is the making of a Revolving Credit Borrowing or a Swingline Loan, paragraph (d) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”"CREDIT EVENT"): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to in the Credit Event to occur on case of a Borrowing that does not increase the Closing Dateaggregate principal amount of Loans outstanding of any Lender, the representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time No Event of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. (d) Except with respect to In the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate case of a Financial Officer Borrowing of the Borrower to the effect thata Revolving Loan or a Swingline Loan, on the date of such Credit Event and immediately after giving pro forma effect thereto to such Borrowing and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11aggregate amount of cash and Permitted Investments on hand at Holdings, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to Subsidiaries shall not exceed $10,000,000, excluding for purposes hereof (i) cash and Permitted Investments held in the matters specified in paragraphs (b)Contingent Note Reserve, (cii) funds on deposit in any bank account and used for current payroll purposes and (d) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(niii)).

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and B/A Drawing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):Credit: (a) The Administrative Agent shall have received received, in the case of a notice of such Borrowing, a Borrowing Request as required by Section 2.03 (or such notice a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.022.03) or, in the case of a B/A, a request therefor as required by Section 2.06(c) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b2.05(b). (b) Except with respect to The representations and warranties set forth in the Credit Event to occur Loan Documents (other than, on the Closing Date, the representation and warranty set forth in Section 3.06) that are qualified by materiality shall be true and correct, and the representations and warranties set forth in Article III and in each other Loan Document that are not so qualified shall be true and correct in all material respects respects, in each case on and as of the date of such Borrowing, B/A Drawing or issuance, amendment, extension or renewal of a Letter of Credit Event (other than an amendment, extension or renewal of a Letter of Credit without any (i) increase in the stated amount of such Letter of Credit or (ii) extension of the expiration 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 that are qualified by materiality shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, as of such earlier date). (c) At the time of and immediately after such Borrowing, B/A Drawing or issuance, amendment, extension or renewal of a Letter of Credit Event(other than an amendment, extension or renewal of a Letter of Credit without any (i) increase in the stated amount of such Letter of Credit or (ii) extension of the expiration of such Letter of Credit), as applicable, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date. Each Borrowing and B/A Drawing and each issuance, the Administrative Agent shall have received a certificate amendment, extension or renewal of a Financial Officer Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any (i) increase in the stated amount of such Letter of Credit or (ii) extension of the Borrower to the effect that, on the date expiration of such Credit Event and after giving pro forma effect thereto and to the use Letter of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event Credit) shall be deemed to constitute a representation and warranty by Holdings (prior to a Qualified IPO) and each of the Borrower and Holdings Borrowers on the date of such Credit Event Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On The obligations of (i) the Lenders to make Loans and (ii) any Issuing Bank to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit Event”) are subject to the satisfaction (or waiver in accordance with Section 10.08) of the following conditions on the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):Credit: (a) The Administrative Agent shall have received received, in the case of a notice of such Borrowing, a Borrowing Request as required by Section 2.03 (or such notice a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.022.03(a)) or, in the case of the issuance, amendment, extension or renewal issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal issuance of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b2.05(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other the Loan Document Documents shall be true and correct in all material respects on and as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the date stated amount of such Credit Event 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 as of such earlier date). (c) At the time time, of and immediately after after, such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit Event(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 Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Datecontinuing or would result therefrom. Each such Borrowing and each issuance, the Administrative Agent shall have received a certificate amendment, extension or renewal of a Financial Officer Letter of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):: (a) The Term Administrative Agent or the Revolving Administrative Agent, as applicable, shall have received received, in the case of a notice of such Borrowing, a Borrowing Request as required by Section 2.03 (or such notice a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal issuance of a Letter of Credit, the applicable Issuing Bank and the Term Administrative Agent or the Revolving Administrative Agent, as applicable, shall have received a notice requesting the issuance, amendment, extension or renewal issuance of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b2.05(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document hereof shall be true and correct in all material respects on and as of the date of such Credit Event (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 as of such earlier date) (except, in the case of the Borrowing on the Closing Date, for the representation and warranty set forth in Section 3.06). (c) At the time of and immediately after such Credit EventEvent (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 Event of Default shall have occurred and be continuing. (d) Except with respect to In the Credit Event to occur on case of the Closing Datefirst Borrowing by the Euro Borrower hereunder, the Term Administrative Agent shall have received a certificate of a Financial Officer of the Borrower opinion referred to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13Section 5.15. Each Credit Event (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit) shall be deemed to constitute a representation and warranty by the applicable Borrower and Holdings on the date of such Credit Event Event, as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) ), or, in the case of the a Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event Events to occur on the Closing Date, the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At Except with respect to the Credit Events to occur on the Closing Date, at the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower Borrowers and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of the making of each Borrowing (other than a conversion or a continuation of a Borrowing)Loan after the Closing Date, including each Borrowing the making of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (other than any amendment, extension or renewal that does not increase the maximum face amount of such Letter of Credit) (each such event being called a “Credit Event”; it being understood that the conversion into or continuation of a Eurodollar Loan does not constitute a Credit Event): (a) The Administrative Agent shall have received a notice of such Borrowing Loan as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the relevant Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III 3 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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 they shall be true and correct in all material respects as of such earlier date. (c) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. (d) Except with respect Immediately before and after giving effect to such Credit Event, the Credit Event Consolidated Secured Debt Ratio (determined on a Pro Forma Basis) will not be greater than the Financial Covenant Level then in effect (and upon the request of the Administrative Agent, the Borrower shall deliver to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer an Officer’s Certificate setting forth any such pro forma calculation of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13Consolidated Secured Debt Ratio). Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings to the relevant Lenders and/or Issuing Banks on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date The obligation of each Borrowing (other than Lender to make a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date occasion of any Borrowing, and of each issuanceIssuing Bank to issue, amendmentamend to increase the amount thereof, extension renew or renewal of a extend any Letter of Credit (each such event being called a hereinafter referred to as an “L/C Credit EventExtension”):), is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Creditan L/C Credit Extension , the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties of each Loan Party set forth in Article III and in each other the Loan Document Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of an L/C Credit Event with Extension, as applicable, except in the same effect as though made case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects on and as of such date, except to the extent such representations and warranties expressly relate to an earlier prior date. (c) At the time of and immediately after giving effect to such Borrowing or L/C Credit EventExtension, as applicable, no Default or Event of Default shall have occurred and be continuing. (d) Except with Immediately after giving effect to such Borrowing or L/C Credit Extension, as applicable, the Aggregate Revolving Exposure shall not exceed the lesser of (i) the Borrowing Base then in effect and (ii) the Total Commitment at such time. (e) The Interim Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified or amended in any respect to the Credit Event to occur on the Closing Date, in a manner determined by the Administrative Agent to be adverse to the interests of the Agents and the Lenders and an order of the Bankruptcy Court in substantially the form of the Interim Order (with only such modifications thereto as are satisfactory in form and substance to the Agents) (the “Final Order”) shall have received been entered by the Bankruptcy Court no later than 30 days (subject to extension for up to 15 additional days in the discretion of the Agents) after the entry of the Interim Order, and at the time of the extension of any Additional Amount the Final Order shall be in full force and effect, shall authorize extensions of credit up to $125,000,000, shall have approved the “roll-up” of the Existing Letters of Credit (and granting such Existing Letters of Credit Superpriority Claim status and Liens junior only to the Superpriority Claims and Liens granted in respect of the other Obligations), shall have approved the Adequate Protection and shall not have been vacated, stayed, reversed, modified or amended in any respect in a certificate manner determined by the Administrative Agent to be adverse to the interests of the Agents and the Lenders; and if either the Interim Order or the Final Order is the subject of a Financial Officer pending appeal in any respect, neither the making of the Loans nor the issuance of any Letter of Credit nor the performance by the Borrower or any Guarantor of any of their respective obligations under any of the Loan Documents shall be subject to a stay pending appeal. Each such Order as then in effect shall permit the use of cash collateral under the Pre-petition Credit Agreement by the Borrower and the Guarantors in a manner satisfactory to the effect that, on Agents. (f) The Agents and The Royal Bank of Scotland shall be satisfied with the arrangements for the termination of the Pre-petition Receivables Facility. On the date of such any Borrowing or L/C Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereofExtension, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower and Holdings on the date of such Credit Event as to the matters conditions specified in paragraphs (b), (c), (d) and (de) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.02 have been satisfied.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing, as described in Section 2.12 or 2.16), including each Borrowing of a Swingline Loan Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit and (each such event or date being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 2.05 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b2.04(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b2.03(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time of and immediately after such Credit EventEvent (after giving effect to the application of the proceeds thereof), no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified satisfaction of the conditions set forth in paragraphs (b), ) and (c) and (d) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))Section.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):: (a) The the Administrative Agent shall have received a notice of such Borrowing Credit Event as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or3.02, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b).respectively; lx (b) Except with respect to the Credit Event to occur on the Closing Date, the representations and warranties set forth in Article III IV hereof and in each the other Loan Document Documents shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date.; (c) At at the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing.; (d) Except with respect at the time of and immediately after such Credit Event, there shall have occurred no event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect; (e) at the time of such Credit Event, if any Loan Party has since the previous Credit Event qualified as an extra-provincial corporation, or has otherwise qualified, to occur on the Closing Datetransact business in a new jurisdiction, the Administrative Agent shall have received a certificate of a Financial Officer good standing (or similar document) for such Loan Party for such jurisdiction; and (f) the Administrative Agent shall have received and be satisfied with the results of, the Loan Parties’ annual inventory appraisal(s) conducted by an appraisal firm acceptable to the Administrative Agent, and with regard to the Collateral, the inventory control systems, the books and records and the reporting capability of the Borrower to the effect thatLoan Parties, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13as applicable. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), ) through (c) and (de) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))5.01.

All Credit Events. On the date of each Borrowing (other than a conversion on or a continuation of a Borrowing)after the Closing Date and including the Restatement Date, including each Borrowing of a Swingline Loan Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit on or after the Closing Date (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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 on and as of such earlier date; provided that, with respect to any Credit Event occurring on the Closing Date only, any breach of any such representation or warranty shall not constitute a failure of this condition unless it constitutes a breach of (i) a representation or warranty made in the Purchase Agreement by the Target that is material to the interests of the Lenders but only to the extent that the Borrower has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representation or warranty in the Purchase Agreement and (ii) a representation or warranty of the Borrower set forth in any of Sections 3.01, 3.02, 3.03, 3.05 (solely with respect to financial statements of the Borrower and its consolidated Subsidiaries), 3.11, 3.12, 3.15 and 3.25 hereof. (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed, and, at the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing; provided that, with respect to any Credit Event occurring on the Closing Date only, any Default or Event of Default arising from the breach of any representation or warranty set forth in the Loan Documents shall not constitute a failure of this condition unless it constitutes a breach of (i) a representation or warranty made in the Purchase Agreement by the Target that is material to the interests of the Lenders but only to the extent that the Borrower has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representation or warranty in the Purchase Agreement and (ii) a representation or warranty of the Borrower set forth in any of Sections 3.01, 3.02, 3.03, 3.05 (solely with respect to financial statements of the Borrower and its consolidated Subsidiaries), 3.11, 3.12, 3.15 and 3.25 hereof. (d) Except with respect After giving effect to the such Credit Event to occur on the Closing DateEvent, the Administrative Agent Aggregate Revolving Credit Exposure shall have received a certificate of a Financial Officer of not exceed the Borrower Total Revolving Credit Commitment. (e) After giving effect to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereofEvent, the Borrower would be in pro forma compliance with Funded L/C Exposure shall not exceed the covenants set forth in Sections 6.11, 6.12 and 6.13Total Credit-Linked Deposit. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c), (d) and (de) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.022.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III hereof (other than the representation and warranty set forth in Section 3.06 in the case of Borrowings made or Letters of Credit issued, amended, renewed or extended, as applicable, after the Closing Date, at any time during which the Facilities are rated BBB- or better by S&P and Baa3 or better by ▇▇▇▇▇’▇) and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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 as of such specified date. (c) At the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings Overnite on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). Notwithstanding the foregoing, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement as of the Closing Date. (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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 they shall be true and correct in all material respects on and as of such earlier date. (c) At the time of and immediately after such Credit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Credit Event to occur on the Closing Date, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (dc) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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 have been true and correct in all material respects on and as of such earlier date. (c) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. (d) Except with respect to the Unless such Credit Event consists solely of the issuance, amendment, extension or renewal of a Letter of Credit, and at the time thereof and after giving effect thereto the aggregate L/C Exposure would be less than $2,000,000, then, at the time of such Credit Event and after giving effect thereto the Borrower would have been in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the most recently completed period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to occur on Section 5.04(a) or (b), as applicable, (whether or not the Closing DateBorrower was otherwise required to be in compliance with such Sections at such time), using, for purposes of Section 6.11, the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to the effect that, Total Debt outstanding on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13thereto. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified in Section 4.02(n))4.01.

All Credit Events. On the date The agreement of each Borrowing Lender to make any Loan constituting a Credit Event requested to be made by it on any date from and after the Funding Date (other than a conversion or a continuation on the Amendment No. 1 Effective Date) (excluding Loans required to be made by the Lenders in respect of a BorrowingUnpaid Drawings pursuant to Sections 3.3 and 3.4), including each Borrowing and the obligation of a Swingline Loan and any Issuing Bank to issue Letters of Credit on any date on or after the Funding Date (other than on the date Amendment No. 1 Effective Date), is subject to the satisfaction of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):the following conditions precedent: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) Except with respect to the Credit Event to occur on the Closing Date, the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event 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. (c) At the time of and immediately after each such Credit EventEvent and also after giving effect thereto, (a) no Default or Event of Default shall have occurred and be continuingcontinuing and (b) all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). (db) Except with respect Prior to the Credit Event making of each Loan (other than any Loan made pursuant to occur on the Closing DateSection 3.4(a)), the Administrative Agent shall have received a certificate Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.1(b). (c) Prior to the issuance of each Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received a Financial Officer Letter of Credit Application meeting the requirements of Section 3.2(a). (d) A representation and warranty made by the Borrower (which may be included in the Notice of Borrowing) that as of the Borrower to end of the effect thatthird Business Day on which such Borrowing will be funded, the Credit Parties shall not have any Excess Cash. The acceptance of the benefits of each Credit Event after the Effective Date (other than on the date of such Credit Event and after giving pro forma effect thereto and to the use of the proceeds thereof, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13Amendment No. Each Credit Event 1 Effective Date) shall be deemed to constitute a representation and warranty by each Credit Party to each of the Borrower and Holdings Lenders that all the applicable conditions specified in this Article VII above have been satisfied as of that time. The agreement of each Lender to make a Loan requested to be made by it on the date of such Credit Event as Amendment No.1 Effective Date shall be subject solely to the matters specified in paragraphs (b), (c) and (d) satisfaction of this Section 4.01 (or, with respect to the Credit Event to occur on the Closing Date, as to the matters specified condition contained in Section 4.02(n))7.2(b) hereof.