Common use of Conditions to all Credit Extensions Clause in Contracts

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date and other than a Committed Loan Notice requesting only a conversion of Committed Term Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) and Sections 5.05(b) and (c) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from from, such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Term Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than excluding a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency LIBOR Loans) and of the Issuing Bank to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further 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) in all respects on such respective dates. (b) No no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer relevant Issuing Bank or the Swing Line Swingline Lender shall have received a Request for Credit Extension (or with respect to Letters of Credit, such other notice required hereunder) in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency LIBOR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Lead Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit ExtensionExtension and that after giving effect to such Credit Extension the Borrowers shall continue to be in compliance with the Borrowing Base.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) on the Closing Date, (ii) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans, Term SOFR Loans or ▇▇▇▇▇ Rate Loans or (iii) an incremental Facility, which shall be governed by Section 2.14) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (b) No Subject to Section 1.02(i), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, Term SOFR Loans or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit▇▇▇▇▇ Rate Loans) submitted by the Company Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.01(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default shall then exist, or would result from shall exist after giving pro forma effect to such proposed Credit Extension or from the and any application of the proceeds thereofthereof (including, without limitation, if such proposed Credit Extension would result in the commencement of an Availability Trigger Period, any Event of Default that would rise under Section 8.01(c) as a result of the Loan Parties' failure to comply with Section 7.01 as of the end of the next quarterly fiscal period ending thereafter). (c) The Administrative Agent and, if applicable, the Swing Line Lender and the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the relevant conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)), other than on the Closing Date, is subject to the following conditions precedentprecedent in each case, subject to the provisions set forth herein in connection with Limited Condition Transactions: (ai) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained set forth in Article 5 and in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (bii) No Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (ciii) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Lead Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.02(i) and (bii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each the Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Core Currency Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate and (ii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent Lender and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is No event or circumstance which could reasonably be expected to result in a Designated Borrower, then the conditions of Section 2.14 Material Adverse Effect shall have occurred. (e) After giving effect to the designation Credit Extension requested to be made on any such date and the use of such Borrower as a Designated Borrower proceeds thereof, Availability shall have been metbe greater than zero. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(a) and (b) and (d) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of Eurocurrency LIBOR Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material such respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), as applicable, of Section 6.04. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and of each L/C Issuer to honor make any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent:precedent (or the waiver thereof in accordance with Section 10.1): (a) The representations and warranties of (i) the Borrowers Parent Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in Section 5.5(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.1(a) and (b), respectively. (b) No Default shall existthen exists, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The In the case of any request for a Borrowing, the Administrative Agent andshall have received a Committed Loan Notice, if applicableand in the case of any request for an L/C Credit Extension, the Administrative Agent and the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Letter of Credit Extension Application, in each case, in accordance with the requirements hereof. (d) In the case of a Credit Extension in the form of any Letter of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the applicable L/C Issuer would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (e) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metmet to the satisfaction of the Administrative Agent. Each Request request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.2(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by concepts of materiality or Material Adverse Effect, shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Committed Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.. 75911819_12

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The Except in the case of the initial Credit Extension on the Closing Date and as otherwise set forth in Section 2.14, the representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained or in each any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct (or, in the case of representations and warranties not qualified as to materiality, true and correct in all material respects respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and 6.01(b). (b) No Except in the case of the initial Credit Extension on the Closing Date and as otherwise set forth in Section 2.14, no Default shall exist, exist or would result from the making of such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall Borrower shall, except in the case of the initial Credit Extension on the Closing Date, be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date, other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The Subject in the case of any Borrowing in connection with a New Loan Commitment to the limitations in Section 2.14(d) and in the case of Borrowings in connection with a Limited Condition Acquisition to the limitations in Section 1.02(i), the representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (b) No Subject in the case of any Borrowing in connection with a New Loan Commitment to the limitations in Section 2.14(d) and in the case of Borrowings in connection with a Limited Condition Acquisition to the limitations in Section 1.02(i), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default shall then exist, or would result from shall exist after giving effect to such proposed Credit Extension or from the and any application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If In the applicable Borrower is case of a Designated BorrowerCredit Extension to be denominated in an Alternative Currency, then there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the conditions reasonable opinion of Section 2.14 the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make such Credit Extension commercially unavailable in the designation of such Borrower as a Designated Borrower shall have been metrelevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company U.S. Borrower shall be deemed to be a representation and warranty that the relevant conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date, other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency SOFR Loans) is subject to the following conditions precedent: (ai) The Subject in the case of any Borrowing in connection with a New Loan Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), the representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (bii) No Subject in the case of any Borrowing in connection with a New Loan Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (ciii) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency SOFR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed SOFR Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency SOFR Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date., (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension Extension, in accordance with the requirements hereof.; (d) If the applicable Borrower is No event or circumstance which could reasonably be expected to result in a Designated Borrower, then the conditions of Section 2.14 Material Adverse Effect shall have occurred; (e) No Overadvance shall result from such Credit Extension; and (f) After giving effect to the designation requested Credit Extension and the provisions of such Borrower as a Designated Borrower this Agreement, the Loan Parties shall have been metnot be in breach or default of the terms of the Indenture or any Indebtedness incurred in connection therewith. Each Request for Credit Extension (other than a Committed SOFR Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency SOFR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrowers shall be deemed to be a representation and warranty by the Parent and Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency BSBY Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (Borrower and each other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article VIII or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality standards set forth therein) as of such earlier date, and except that for purposes of this Section 7.02, the representations and warranties contained in subsections (a) and (b) of Section 8.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 9.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If After giving effect to such proposed Credit Extension, the applicable Borrower is a Designated Borrower, then Total Outstandings do not exceed the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metMaximum Availability. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurocurrency BSBY Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a7.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the Loans on the Closing Date, the conditions with respect to which are set forth in the Restatement Agreement and (y) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans or Term SOFR Loans) is subject to the following conditions precedent: (a) The Subject to the limitations in Section 2.17(b)(i) and in the final paragraph of this Section 4.02, the representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct (or true and correct in all material respects respects, in the case of any such representation or warranty that is not qualified as to materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (or true and correct in all material respects respects, in the case of any such representation or warranty that is not qualified as to materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Subject to the limitations in Section 2.17(b)(i) and in the final paragraph of this Section 4.02, no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metmet to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Revolving Credit Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans or Term SOFR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (including on the Closing Date, and other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of Eurocurrency Rate Core Currency Loans) is subject to satisfaction of the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier datedate and (ii) any reference to the Historical Financial Statements shall be deemed to refer to the most recent financial statements, if any, furnished pursuant to Section 6.01(c), prior to such proposed Credit Extension. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived in accordance with Section 10.02) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (Holdings, each Borrower and each other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects 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) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 Solely with respect to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for any Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to under the other Type or a continuation of Eurocurrency Rate Core Currency LoansRevolving Credit Facility, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and if as of the date of such Credit Extension and after giving effect thereto the applicable aggregate Outstanding Amount of Revolving Loans and all L/C Obligations, shall in the aggregate exceed 25% of the used and unused Revolving Credit Commitments, the financial covenant set forth in Section 8.10(a) shall be satisfied, calculated at the time of such Credit Extension by looking back to the last day of the prior fiscal quarter to determine if PSP would have been in compliance with the financial covenant set forth in Section 8.10(a) as of such fiscal quarter end as if the financial covenant had been tested for such fiscal quarter (after giving pro forma effect to the Credit Extension).

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct as to representations and warranties that are qualified by materiality, and true and correct in all material respects as to representations and warranties that are not qualified by materiality, in each case on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) (including on the Amendment and Restatement Effective Date) is subject to the satisfaction (or waiver) of the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent already qualified by materiality pursuant to the terms thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent already qualified by materiality pursuant to the terms thereof) as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in Sections 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date and other than a Committed Loan Notice requesting only a conversion of Committed Term Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) and Sections 5.05(b) and (c) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from from, such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Term Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Term SOFR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in all respects if qualified by materiality or “Material Adverse Effect”) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects if qualified by materiality or “Material Adverse Effect”) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and 6.01(b), respectively. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent:: 114 Syniverse Credit Agreement (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date., and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) and Sections 5.05(b), (c) and (e) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a), (b) and (c), respectively; (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.therefrom; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.; and (d) If With respect to any Credit Extension of Revolving Loans or Swingline Loans or an L/C Credit Extension after the applicable Closing Date, the Borrower shall be in compliance with the financial covenant set forth in Section 7.11 on a Pro Forma Basis (after giving effect to such Credit Extension) as of the last day of the most recently ended four full fiscal quarters for which internal financial statements are available (or, if earlier, were required to be delivered pursuant to Section 6.02(a) or (b)) (regardless of whether the Borrower is a Designated Borrower, then otherwise required to comply with the conditions of financial covenant in Section 2.14 to the designation of 7.11 at such Borrower as a Designated Borrower shall have been mettime). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer and Support Provider to honor any Request for Credit Extension (other than or provide a Committed Loan Notice requesting only a conversion of Committed Loans to Support Agreement), whether on the other TypeClosing Date or at any time thereafter, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the date of such Credit Extensiondate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofExtension. (c) After giving effect to such Credit Extension, (i) the total Revolving Exposures shall not exceed the total Revolving Commitments, (ii) no Borrowing Base Deficiency shall exist, calculated using the Borrowing Base as of the most recent Borrowing Base Certificate Date, and (iii) the Loan Parties shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Article 8 computed using the covenant levels and financial information for the most recently ended quarter for which information is available. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer (or the Swing Line Lender Support Provider, as the case may be) shall have received a Request for Credit Extension in accordance with the requirements hereof. (de) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation The proceeds of such Borrower as Credit Extension will be used to finance a Designated Borrower shall have been metPermitted Use. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower Representative shall be deemed to be a representation and warranty by the Loan Parties that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Loan Parties contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) VI and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.01(a) shall be deemed to refer to the most recent audited financial statements furnished pursuant to clause (a) of Section 7.01, and the representations and warranties contained in Section 6.01(b) shall be deemed to refer to the most recent balance sheet furnished pursuant to clauses (a) or (b) of Section 7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metmet to the satisfaction of Agent. (e) Agent shall have received, in form and substance reasonably satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require. In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and except for changes in the Schedules to this Agreement reflecting transactions permitted by or not in violation of this Agreement. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metmet to the satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower contained in Article V (excluding, however, Section 5.05(c) and Section 5.06 with respect to any making of the representations and warranties pursuant to this Section 4.02(a) other than on the last sentence of Closing Date pursuant to Section 5.04 and the first sentence of Section 5.054.01(a)(vi)) and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable Borrower is a Designated Borrower, then L/C Issuer (in the conditions case of Section 2.14 any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the designation of such Borrower as a Designated Borrower shall have been metrelevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than in connection with a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) . If the applicable Borrower is proceeds of any Revolving Facility Increase, Term Facility Increase or Incremental Term Loans are being used to finance a Designated BorrowerPermitted Acquisition, then the conditions of Section 2.14 described in Sections 4.02(a) and 4.02(b) shall be limited to the designation of such Borrower as a Designated Borrower shall have been metextent set forth in Section 2.14(e), 2.15(e) or 2.16(d), respectively. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that that, subject to the proviso to the first paragraph of this Section 4.02, the conditions specified in Sections 4.02(a) and (b4.02(b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting only a conversion Conversion of Committed Revolving Loans to the other Typeor Segments, as applicable, or a continuation Continuation of Eurocurrency Eurodollar Rate Core Currency LoansLoans or Eurodollar Rate Segments, as applicable) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (Borrower and each other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall existhave occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereofExtension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metNo limitation exists on any Borrowing or Credit Extension contained in Article II. Each Request for Credit Extension (other than a Committed Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting only a conversion Conversion of Committed Revolving Loans to the other Type or a continuation of Eurocurrency Rate Core Currency LoansSegments, as applicable, or a Letter Continuation of Credit Application consisting of a request to extend the deadline ofEurodollar Rate Loans or Eurodollar Rate Segments, or to amend without increasing the face amount thereof, a Letter of Creditas applicable) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (ai) The With respect to the Credit Extensions advanced on the Closing Date, the representations and warranties of (i) the Borrowers Loan Parties contained in Article V (or any other than Loan Document delivered on or before the last sentence Closing Date shall be true and correct in all respects on and as of Section 5.04 and the first sentence of Section 5.05) Closing Date; and (ii) each with respect to any Credit Extension advanced after the Closing Date, the representations and warranties of the Loan Party Parties contained in each Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent already qualified by materiality which such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent, and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.08: (a) 1. The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date. (b) 2. No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) 3. The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender Swingline Lender, if no Autoborrow Agreement is then in effect, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower, and each Borrowing of Swingline Loans pursuant to an Autoborrow Agreement, shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a), (b), (c), and (d), respectively. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) Since December 31, 2006, except as disclosed in any Public Disclosure, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent Agents and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender Issuers, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, Loans or a an extension of the expiry date of any Letter of Credit Application consisting of a request to extend the deadline of, or to amend (without increasing the face amount thereof), a or the renewal of any Letter of CreditCredit (without increasing the amount thereof)) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension and with respect to a L/C Credit Extension (other than an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)), the Payment Agent shall have received for the account of the relevant L/C Issuer a certificate signed by a Responsible Officer of the Borrower, dated the date of such Credit Extension, stating that such statements are true (which shall be deemed to be included as part of the Letter of Credit Application for such request for a L/C Credit Extension).

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) Loans is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If The Administrative Agent shall have received a Borrowing Base Certificate from the applicable Borrower is a Designated Borrower, then with the conditions information set forth therein being as of Section 2.14 the date of such requested Credit Extension (and giving pro forma effect thereto). (e) After giving effect to the designation of such Borrower as a Designated Borrower shall have been metproposed Credit Extension, Availability equals or exceeds zero ($0). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (be) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, before and after giving effect to such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a)(i), 6.01(a)(ii), 6.01(b) and 6.01(c), respectively. (b) No Default shall exist, exist or would result from such proposed Credit Extension Extension, or from the application of the proceeds thereof. (c) Both before and after giving effect to such Credit Extension, Total Outstandings shall not exceed the Borrowing Base. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) ), (b), and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (including the initial Credit Extension on the Closing Date, but other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default shall then exist, or would result from shall exist after giving effect to such proposed Credit Extension or from the and any application of the proceeds thereof. (c) The Administrative Applicable Agent (with a copy to the other Applicable Agent) and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the relevant conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Term SOFR Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (Borrower and each other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Section V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. 57 4901-8586-1905 v.14 Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Term SOFR Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further 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) in all respects on such respective dates. (b) No Default shall existexist (including, after the Restatement Effective Date, with respect to Section 7.15 as of the end of the most recently ended fiscal quarter whether or not any Revolving Credit Exposure existed at the end of such fiscal quarter), or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency LIBOR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBO Rate Core Currency Loans) and of the Administrative Agent to endeavor to cause the L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If No Overadvance shall result from such Credit Extension. provided, however, if any criminal indictment of any Loan Party or any Subsidiary thereof has occurred under any federal, state, municipal, or other criminal statute, rule, regulation, order, or other requirement having the applicable Borrower is force of law for a Designated Borrowerfelony for fraud or other felony which would (in each case based on, then among other considerations, the likelihood of a conviction thereunder) have a negative impact on the ability of the Collateral Agent to exercise on, or the value of, the Collateral, which indictment has remained unquashed or undismissed for a period of thirty (30) days or more, the Required Lenders (which shall for these purposes include at least two Lenders) may direct the Administrative Agent to cease honoring any Request for Credit Extension (other than a Committed Loan Notice requesting only a Conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans); provided that, upon the quashing or dismissal of any such indictment, the Administrative Agent and the Lenders shall thereafter honor any Request for Credit Extension so long as the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall precedent set forth in this Article IV have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBO Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (including any for any Term A Loans but other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if such representation or warranty is qualified by materiality, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 7.01(a) and (b). (b) No Except as otherwise provided for in the MGM Resorts Completion Guaranty, no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated BorrowerEach Request for Credit Extension of Term A Loans or, then the conditions of Section 2.14 to the designation extent the Total Revolving Outstandings after giving effect to such issuance would be greater than $25,000,000 (the “Revolver Equity Threshold”) Revolving Loans, following the Closing Date but on or prior to the Opening Date, shall be accompanied by the consummation of a cash equity contribution (a “Matching Equity Contribution”) by MGM Resorts to the Borrower (with all Matching Equity Contributions to the Borrower to be in the form of common Equity Interests) in an amount equal to the amount of the requested drawing under the Revolving Facility in excess of the Revolver Equity Threshold or a Term A Facility, as applicable, with the proceeds thereof to be deposited in the Company Equity Contribution Account and available to be used in accordance with Section 6.07. (e) In the case of drawings under the Revolving Facility, prior to the initial Request for Credit Extension of Revolving Loans (unless a later time is otherwise agreed to by the Borrower and the Administrative Agent), the Administrative Agent shall have received the Revolving Loan Proceeds Account Control Agreement in form reasonably satisfactory to the Administrative Agent and the Collateral Agent and duly executed by a Responsible Officer of the signing Loan Party. (f) On the date of each Request for Credit Extension (i) of Term A Loans prior to the Final Completion Date and (ii) of Revolving Loans prior to the Opening Date, the In-Balance Test shall be satisfied as of such Borrower as a Designated Borrower date and each such Request for Credit Extension shall have been metbe accompanied by an In-Balance Test Certificate, attaching the In-Balance Projections. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other another Type, or a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of contained in this Agreement (except for those contained in Section 5.05(b) and Section 5.06(a)) or any other Loan Document shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the Borrowers contained date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in Article V (other than the last sentence which case they shall be true and correct as of Section 5.04 and the first sentence of Section 5.05) such earlier date, and (ii) each Loan Party contained in each other Loan Documentwith respect to representations and warranties that do not contain a materiality qualification, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.03(a) and (b), respectively. (b) No Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer Issuer, the applicable U.S. Swing Line Lender, or the applicable Euro Swing Line Lender (and, in the case of any such notices, such other notices as are required pursuant to Section 2.04(b)(ii)), shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If In the applicable Borrower is case of a Designated BorrowerCredit Extension to be denominated in an Alternative Currency, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metcurrency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type another Type, or a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company a Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (Borrower and each other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of the date of such Credit Extension; provided, except to the extent that if any such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) as of such earlier date; provided, further, that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(b). (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable Swing Line Lender or L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If After giving effect to such proposed Credit Extension, the applicable Borrower is a Designated Borrower, then Total Outstandings do not exceed the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metAvailable Loan Amount. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) Sections5.02(a), (b), and (bd) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date, other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The Subject in the case of any Borrowing in connection with a New Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), the representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (b) No Subject in the case of any Borrowing in connection with a New Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (ai) The representations and warranties of (i) the Borrowers Borrower contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects respects, on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct correct, in all material respects respects, as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (ii) after giving effect to all requested Credit Extensions, the Total Outstandings shall not exceed the Borrowing Base then in effect. (b) No Default shall exist, or would result result, from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article ARTICLE V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant Sections 6.01(a) and 6.01(b), respectively. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofExtension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Company, shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit ExtensionExtension (each such date, a “Funding Date”).

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) No Material Adverse Effect shall have occurred, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Effect, relating to the consolidated financial condition or business of the Loan Parties since the date of the date of the most recent financial statements delivered pursuant to Section 4.01(a)(viii) or Section 6.01, as applicable. (d) Each Loan Party shall be Solvent. (e) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, another Type or a continuation of Eurocurrency Rate Core Currency Term SOFR Loans) (or (x) in the case of a Loan Notice requesting Incremental Term Loans, as otherwise provided in Section 2.16(c)(i) and (y) in the case of a Loan Notice requesting Delayed Draw Term A Loans, as otherwise provided in the Amendment and Restatement Agreement) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained Loan Parties set forth in Article V this Agreement (other than than, after the last sentence of Restatement Effective Date, in Section 5.04 and the first sentence of Section 5.056.05(c)) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or in all respects if any such representation and warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects if any such representation and warranty is already qualified by materiality) as of such earlier date. (b) No Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If . On the applicable Borrower is a Designated Borrower, then the conditions date of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for each Credit Extension (other than a Committed Loan Notice requesting only Credit Extension that is a conversion of Committed Loans to the other another Type or a continuation of Eurocurrency Rate Core Currency Term SOFR Loans), or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation have represented and warranty warranted that the conditions specified in Sections 4.02(aSection 5.01(a) and (bSection 5.01(b) have been satisfied on and as of the date of the applicable such Credit Extension.

Conditions to all Credit Extensions. The obligation of each the Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate and (ii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent Lender and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is No event or circumstance which could reasonably be expected to result in a Designated Borrower, then the conditions of Section 2.14 Material Adverse Effect shall have occurred. (e) After giving effect to the designation Credit Extension requested to be made on any such date and the use of such Borrower as a Designated Borrower proceeds thereof, Availability shall have been metbe greater than zero. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(a), (b), (d) and (be) have been satisfied on and as of the date of the applicable Credit Extension.. [TABLE OF CONTENTS] [(continued)] [Page]

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the initial Credit Extension on the Restatement Effective Date (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Core Currency LoansLoans and other than a Request for Credit Extension on the Rite Aid Acquisition Closing Date in connection with the Rite Aid Transactions (which shall be subject to Section 4.03) and of each L/C Issuer to issue each Letter of Credit after the initial L/C Credit Extensions requested on the Restatement Effective Date is in each case subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer Issuers or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent; provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date, and other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Term SOFR Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (Borrower and each other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If such proposed Credit Extension is under the applicable Borrower is a Designated BorrowerRevolving Credit Facility, then after giving effect to such proposed Credit Extension, the conditions of Section 2.14 to Total Revolving Credit Outstandings do not exceed the designation of such Borrower as a Designated Borrower shall have been metRevolving Credit Facility. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Term SOFR Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a any Protective Advance and any Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Parent Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further 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) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If After giving effect to any Borrowing or the applicable Borrower is a Designated Borrowerissuance of any Letter of Credit, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower Excess Facility Availability shall have been metbe not less than zero. Each Request for Credit Extension (other than a any Protective Advance and any Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (ix) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) this Agreement and (iiy) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects as of such earlier date) and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 2.17 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans met to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as satisfaction of the date of the applicable Credit ExtensionAdministrative Agent.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If In the applicable Borrower is case of a Designated BorrowerCredit Extension to be denominated in an Alternative Currency, then there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the conditions reasonable opinion of Section 2.14 the Administrative Agent, the Required Lenders or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the designation of such Borrower as a Designated Borrower shall have been metrelevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the initial extensions of credit on the Closing Date and (y) a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of Eurocurrency Rate Core Currency Loans or LIBOR Daily Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit ExtensionExtension (other than the representations and warranties in Section 5.05(c) and Section 5.22, which shall be made only as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall existexist on the date of such Credit Extension, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of the Administrative Agent, the Required Revolving Lenders (in the case of any Loans (other than Negotiated Rate Loans) to be denominated in an Alternative Currency), the applicable Borrower is a Designated BorrowerLenders (in the case of any Negotiated Rate Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), then would make it impracticable for such Credit Extension to be denominated in the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metrelevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of Eurocurrency Rate Core Currency Loans or LIBOR Daily Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower contained in Article V (other than the last sentence of representations and warranties in Section 5.04 5.05(b) and the first sentence of Section 5.055.06(b)) and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, Extension (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date) and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated The Borrower shall have paid to the Administrative Agent, for the account of the Lenders, the upfront fees required to be paid on each Delayed Draw Funding Date pursuant to Section 2.09(b). (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (f) If an Incremental Term Loan is requested, all conditions set forth in Section 2.15 have been metsatisfied. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed LIBOR RateSOFR Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency LIBOR RateSOFR Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date., (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension or an updated Borrowing Base Certificate, as applicable, in accordance with the requirements hereof.; and (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of No Overadvance shall result from such Borrower as a Designated Borrower shall have been metCredit Extension. Each Request for Credit Extension (other than a Committed LIBOR RateSOFR Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency LIBOR RateSOFR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents (i) including, without limitation, the Borrowers representations and warranties of Holdings and the Borrower contained in Article V (other than ARTICLE V) shall be true and correct on and as of the last sentence date of Section 5.04 the initial Credit Extension, and the first sentence of Section 5.05) and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such any subsequent Credit ExtensionExtensions, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this SECTION 4.02, the representations and warranties contained in SECTIONS 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to SECTIONS 6.01(a) and (b), respectively. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer Issuers or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(aSECTIONS 4.02(A) and (bB) have been satisfied on and as of the date of the applicable Credit Extension and the Administrative Agent shall have received for the account of such Lender or L/C Issuer a certificate signed by a duly authorized officer of the Borrower, dated the date of such Credit Extension, stating that such statements are true.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers each Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (di) If The lesser of (A) the applicable Borrower is a Designated BorrowerTotal Borrowing Base and (B) the Revolving Credit Facility, then exceeds the conditions Outstanding Amount of Section 2.14 the Revolving Credit Loans, Swing Line Loans and L/C Obligations at such time, after giving effect to such Credit Extension, (ii) the designation lesser of (A) the U.S. Borrowing Base and (B) the U.S. Revolving Credit Facility, exceeds the Outstanding Amount of the U.S. Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C Obligations, plus any Additional Canadian Revolving Credit Outstandings, at such time, after giving effect to such Credit Extension and (iii) the lesser of (A) the Canadian Borrowing Base and (B) the Canadian Revolving Credit Facility, exceeds the Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swing Line Loans and Canadian L/C Obligations at such time, after giving effect to such Credit Extension. (e) If, after giving effect to any such Request for Credit Extension, the Total Revolving Credit Outstandings would exceed $350,000,000, the making of such Borrower as a Designated Borrower Credit Extension shall have been metnot cause Borrowers to be in default under Section 4.10 or Section 4.12 of the 2022 Senior Notes Indenture. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b), (d) and (be) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBO Rate Core Currency Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a), (b) and (e) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (d), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is No event or circumstance which could reasonably be expected to result in a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower Material Adverse Effect shall have been metoccurred. (e) No Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBO Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Initial Borrowing Date, and other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in Section 5.05(a) and Sections 5.05(b), (c) and (e) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a), (b) and (c), respectively. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit ExtensionExtension in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) In respect of Credit Extensions made on the Closing Date, no Sands Material Adverse Effect shall have occurred. (c) Other than requests for Credit Extensions on the Closing Date and Primm Closing Credit Extensions, since the date of the Audited Financial Statements, there shall not have occurred any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (ce) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and through (bd) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewithshall (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct on and as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.03 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metmet to the reasonable satisfaction of the Administrative Agent and any Lender, to the extent required by Section 2.14. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Loans or Alternative Currency Term Rate Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The (i) With respect to the Credit Extensions advanced on the Closing Date, the representations and warranties of (i) the Borrowers Borrower contained in Article V (or any other than Loan Document delivered on or before the last sentence Closing Date shall be true and correct in all respects on and as of Section 5.04 and the first sentence of Section 5.05) Closing Date; and (ii) each Loan Party with respect to any Credit Extension advanced after the Closing Date, the representations and warranties of the Borrower contained in each Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent already qualified by materiality which such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a including on the Closing Date but excluding any Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects), on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct correct, in all material respects (unless the representation or warranty contains materiality threshold, in which case the representation or warranty must be true and correct in all respects), as of such earlier date., and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (b) After giving effect to all requested Credit Extensions, the Total Outstandings shall not exceed the lesser of (i) the Facility Amount and (ii) the Borrowing Base then in effect less all Unsecured Debt other than the Net Obligations. (c) No Default or Event of Default shall exist, or would result result, from such proposed Credit Extension or from the application of the proceeds thereof. (cd) The Administrative Agent and, if applicable, the applicable each Applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, Extension (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects. (b) No Default or Event of Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.. Notwithstanding anything to the contrary in this Section 4.03 or in Section 2.13, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the lenders providing any Incremental Term Loans in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Term Loans such that the Permitted Acquisition may be consummated on a “certain funds” basis. 109

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or (x) a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The Subject in the case of any Borrowing in connection with a Commitment Increase to the provisions in Sections 1.02(e) and 2.16, the representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (b) No Subject in the case of any Borrowing in connection with a Commitment Increase to the provisions in Sections 1.02(e) and 2.16, no Default or Event of Default shall exist, or would immediately result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency LoansLoans or renewal of Bankers’ Acceptances or BA Equivalent Advances) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers each Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (b) No Default shall exist, or would immediately result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 2.19 to the designation of such Borrower as a Designated Borrower shall have been metmet to the satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the end of the Certain Funds Period (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency LoansLoans or a RMB Committed Loan Notice) is subject to the following conditions precedent: (a) The Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), the representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. (b) No Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Applicable Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrowers other than during the Certain Funds Period shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that (i) for purposes of this Section 4.03, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively and (ii) any representation and warranty which is already qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, and after giving effect to such proposed Credit Extension and the application of the proceeds thereof, the Borrower shall be in pro forma compliance with the covenants contained in Section 7.11. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) 4.03(a), and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of a Committed Loans Loan to the other Typeanother Type of Committed Loan, or a continuation of Eurocurrency LIBO Rate Core Currency Loans, BBR Rate Loans, TIBOR Rate Loans or Canadian BA Rate Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date., and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a), (b) and (f) of Section 5.05 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a), (b) and (e), respectively, of Section 6.01; (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; (c) The DIP Term Facility shall be in full force and effect; (d) The Administrative Agent andAgent, and if applicable, the applicable L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof.; (de) If Since the applicable Borrower is a Designated BorrowerPetition Date, then no Material Adverse Effect shall have occurred; (f) The proposed Credit Extension complies with the conditions of Section 2.14 Budget (within Permitted Variances); (g) After giving effect to the designation proposed Credit Extension, no Overadvance shall exist; (h) The Boardriders Waiver shall be in full force and effect; and (i) There shall not be pending any motion, complaint or other pleading challenging the pre-petition claims under, or the security interests and liens securing, the Existing ABL Credit Agreement or any other similar challenge under Chapter 5 of such Borrower as a Designated Borrower shall have been metthe Bankruptcy Code. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of a Committed Loans Loan to the other another Type of Committed Loan or a continuation of Eurocurrency LIBO Rate Core Currency Loans, BBR Rate Loans, TIBOR Rate Loans or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of CreditCanadian BA Rate Loans) submitted by the Company any Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) this Section 4.02 have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but unless and until the Required Lenders otherwise direct the Administrative Agent (in accordance with the terms of this Agreement) to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans that are requested by the Borrowers of all L/C Advances required to be made hereunder and participate in all Letters of Credit whenever made or issued in accordance with the provisions of this Agreement, and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, as applicable; provided that, the making of any such Loans or the issuance of any Letters of Credit in the event the provisions of this Article IV are not complied with shall not be deemed to be a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency LoansLoans or (y) in connection with any request for Incremental Commitments (which shall be governed by Section 2.15)) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (Borrower and each other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and 6.01(b), mutatis mutandis. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier datedate and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, after delivery thereof. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers each Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (di) If The lesser of (A) the applicable Borrower is a Designated BorrowerTotal Borrowing Base and (B) the Revolving Credit Facility, then exceeds the conditions Outstanding Amount of Section 2.14 the Revolving Credit Loans, Swing Line Loans and L/C Obligations at such time, after giving effect to such Credit Extension, (ii) the designation lesser of (A) the U.S. Borrowing Base and (B) the U.S. Revolving Credit Facility, exceeds the Outstanding Amount of the U.S. Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C Obligations, plus any Additional Canadian Revolving Credit Outstandings, at such Borrower as a Designated Borrower shall have been met. Each time, after giving effect to such Credit Extension and (iii) the lesser of (A) the Canadian Borrowing Base and (B) the Canadian Revolving Credit Facility, exceeds the Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swing Line Loans and Canadian L/C Obligations at such time, after giving effect to such Credit Extension. (e) If, after giving effect to any such Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Extension, the Total Revolving Credit Outstandings would exceed the amount set forth in clause 1(a) of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.Section

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that any representation and warranty that is already qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects, subject to such qualification) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is already qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects, subject to such qualification) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension Committed Loan Notice in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The Subject to Section 1.09 solely with respect to any Incremental Term Facility incurred to finance a substantially concurrent Limited Condition Acquisition, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The the representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; provided that, to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, such representations and warranties shall be true and correct in all respects. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable an L/C Issuer or the a Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that that, to the extent applicable, the conditions specified in Sections 4.02(a) and (b) have been satisfied or will be satisfied on and as of the date of the applicable Credit Extension and the Administrative Agent shall have received for the account of such Lender or such L/C Issuer a certificate signed by a duly authorized officer of the Borrower, dated the date of such Credit Extension, stating that such statements are true.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (McAfee and each other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (e) If such Credit Extension is the applicable initial Credit Extension to the Irish Borrower is a Designated Borrowerhereunder, then the conditions of set forth in Section 2.14 to the designation of such Borrower as a Designated Borrower shall 5.03 have been metsatisfied. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by McAfee or the Company Irish Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Eurodollar RateTerm SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, Document made or which are contained in any document furnished at any time under deemed made to the Lenders or in connection herewith or therewith, the Administrative Agent shall be true and correct in all material respects (or, if any such representation or warranty is by its terms qualified by concepts of materiality, such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material such respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Eurodollar RateTerm SOFR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and the references to Schedules shall be deemed to refer to the most updated supplements to the Schedules furnished pursuant to subsection (b) of Section 6.02. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofExtension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower The Administrative Agent shall have been metreceived such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (and each other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If Other than as disclosed on Schedule 5.01(d), there shall not have occurred a material adverse change since December 31, 2005 in the applicable Borrower is business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of TRM and its Subsidiaries, taken as a Designated Borrowerwhole. (e) No injunction, then writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the conditions of Section 2.14 to the designation extending of such Borrower as a Designated Borrower credit shall have been metissued and remain in force by any Governmental Authority against any Borrower, Administrative Agent, or any Lender. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company a Borrower shall be deemed to be a representation and warranty as to the facts specified and that the conditions specified in Sections 4.02(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and of each L/C Issuer to honor make any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent:precedent (or the waiver thereof in accordance with Section 10.1): (a) The representations and warranties of (i) the Borrowers Parent Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in Section 5.5(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.1(a) and (b), respectively. (b) No Default shall existthen exists, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The In the case of any request for a Borrowing, the Administrative Agent andshall have received a Committed Loan Notice, if applicableand in the case of any request for an L/C Credit Extension, the Administrative Agent and the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Letter of Credit Extension Application, in each case, in accordance with the requirements hereof. (d) In the case of a Credit Extension in the form of any Letter of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the applicable L/C Issuer would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (e) In the case of a Credit Extension in the form of a Borrowing, at any time and immediately after giving effect to such Borrowing (net of any concurrent use of the proceeds of such Borrowing), the Consolidated Cash Balance shall not exceed $30,000,000. (f) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metmet to the satisfaction of the Administrative Agent. Each Request request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.2(a), (b) and (be) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligations of the applicable Lenders to make any Loans, and the obligation of any L/C Issuer to issue, extend or renew any Letter of Credit, in each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion case, at the time of Committed Loans and subsequent to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) Closing Date is subject to the following conditions precedent: (a) The Each of the representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 5.01, Section 5.02, Section 5.06(a), Section 5.09, Section 5.10, Section 5.17, Section 5.18, and the first sentence of Section 5.05) and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, 5.21 shall be true and correct in all material respects on at and as of the date time of the making of such Credit ExtensionLoan, or at the time of issuance, extension or renewal of such Letter of Credit, as applicable, with the same effect as if made at and as of that time (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse to the business, assets or financial condition of Ryder and its Consolidated Subsidiaries, taken as a whole, or to the extent that such representations and warranties specifically refer relate expressly and solely to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). (b) No The Borrowers shall have performed and complied with all terms and conditions required by Article II, as applicable, and this Section 4.02, and there shall exist no Default shall existor Event of Default or condition which would result in a Default or an Event of Default upon consummation of such Loan, or would result from the issuance, extension or renewal of such proposed Letter of Credit, as applicable. Each request for a Loan, or for the issuance, extension or renewal of a Letter of Credit Extension shall constitute certification by the Borrowers that the conditions specified in this Section 4.02(b) will be duly satisfied on the date of such Loan, on the date of such acceptance or from purchase, or on the application date of the proceeds thereofsuch issuance, extension or renewal, as applicable. (c) No Change in Law shall have occurred as a consequence of which it shall have become and continue to be unlawful for (i) the first Loan to be made hereunder or the first Letter of Credit to be issued, renewed or extended hereunder only, or for any applicable Lender or any applicable L/C Issuer to perform any of its agreements or obligations under any of the Loan Documents to which it is a party, or (ii) for any Borrower to perform any of its respective agreements or obligations under any of the Loan Documents. (d) The Administrative Agent and, if applicable, Borrower(s) shall have delivered to the applicable Agent(s) or the applicable L/C Issuer or the Swing Line Lender shall have received Issuer, as applicable, a Request for Credit Extension and any other documentation required to be delivered hereunder in accordance connection with the requirements hereofsuch Loan or such Letter of Credit, as applicable. (de) In the case of a Credit Extension to be denominated in Canadian Dollars, there shall not have occurred any change in the general availability of Canadian Dollars as legal tender customarily used in the applicable jurisdiction which in the reasonable opinion of the Canadian Agent or the Required Canadian Lenders (as applicable, in the case of any Loans to be denominated in Canadian Dollars) would make it impossible or impracticable for such Credit Extension to be denominated in Canadian Dollars. (f) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 2.18 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans met to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date satisfaction of the applicable Credit ExtensionAgent.

Conditions to all Credit Extensions. (other than pursuant to a Payment Commitment). The obligation of each Lender to honor any Request for Credit Extension (other than pursuant to a Payment Commitment or a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Company and the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer Issuer, the Swing Line Lender or the New Vehicle Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 2.15 to the designation of such Borrower as a Designated Borrower shall have been metmet to the satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of CreditType) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only (x) a conversion of Term SOFR Loans to Base Rate Committed Loans, (y) a conversion of Base Rate Committed Loans to the other TypeTerm SOFR Loans, or (z) a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Core Currency Loans) is subject to the following conditions precedent:: CHAR1\1967948v4 (a) The representations and warranties of (i) the Borrowers Borrower contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively and (ii) the representations and warranties contained in Section 5.05(c) and Section 5.15 shall only be made by the Borrower on the date of the initial Credit Extension hereunder; 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) in all respects. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If In the applicable Borrower is case of a Designated BorrowerCredit Extension to be denominated in an Alternative Currency, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metcurrency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only (x) a conversion of Term SOFR Loans to Base Rate Committed Loans, (y) a conversion of Base Rate Committed Loans to the other Type Term SOFR Loans, or (z) a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each the DIP Lender to honor make a Loan on the occasion of any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) borrowing is subject to the satisfaction of each of the conditions set forth in Section 4 on the date of such Loan (other than those conditions expressly required to be satisfied on the Closing Date) and the following conditions precedentadditional conditions: (a) Borrowers shall have delivered to the DIP Lender an appropriate Borrowing Request, duly executed and completed, by the time specified in, and otherwise as permitted by, this Agreement. (b) The representations and warranties of (i) the made by Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, herein shall be true and correct in all material respects on at and as of the date if made as of such Credit Extensiondate (in each case immediately prior to, and after giving effect to, the funding of any Loans) except to the extent that such representations and warranties specifically refer they expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct in all material respects on and as of such earlier date. (bc) No Default or Event of Default shall exist, exist or would result from be continuing either prior to or after giving effect to the making of such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereofLoan. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation The making of such Borrower as a Designated Borrower Loan (and the use of the proceeds therefrom) shall not violate any Law and shall not be enjoined, temporarily, preliminarily or permanently. (e) No Material Adverse Effect shall have occurred. (f) The making of such Loan complies with the Budget, in all respects, or has otherwise been approved in writing by the DIP Lender. (g) With respect to any Loans made after the Closing Date, the DIP Financing Orders shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans entered approving the DIP Facility, in form and substance satisfactory to the other Type or a continuation of Eurocurrency Rate Core Currency LoansDIP Lender in its sole discretion, which DIP Financing Orders shall be in full force and effect and shall not have been reversed, vacated, or a Letter of Credit Application consisting of a request to extend the deadline ofstayed, and shall not have been amended, supplemented, or to amend otherwise modified without increasing the face amount thereofprior written consent of the DIP Lender. (h) There shall not exist any Law, ruling, judgment, order, injunction, or other restraint that, in the sole judgment of the DIP Lender, prohibits, restricts or imposes a Letter of Credit) submitted materially adverse condition on Borrowers, the DIP Facility, or the exercise by the Company DIP Lender of its rights as a secured party with respect to the DIP Collateral. For the avoidance of doubt, the Revised Covenants and Conditions included in the 2010 Opinion shall not be considered such a restraint. (i) Any borrowing hereunder shall be deemed limited to be the amount that is required to fund disbursements permitted under the Budget or otherwise available for use by Borrowers. The delivery of each Borrowing Request shall constitute a representation and warranty that by the conditions Borrower of the correctness of the matters specified in Sections 4.02(a) and subsections (b) have been satisfied on and as of the date of the applicable Credit Extensionthrough (i) above.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Core Currency Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct after giving effect to such qualification and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 After giving effect to the designation Credit Extension requested to be made on any such date and the use of such Borrower as proceeds thereof, unless a Designated Borrower Permitted Overadvance is in effect hereunder, Availability shall have been metbe greater than zero. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders (or, in the event that there are only two (2) Lenders hereunder, any Lender so long as such Lender is a Lender as of the Third Restatement Date and maintains a Commitment not less than the Commitment of such Lender as of the Third Restatement Date) otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)) is subject to the following conditions precedent: (a) i. The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a), (b), (c), and (d), respectively. (b) ii. No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) iii. Since December 31, 2006, except as disclosed in any Public Disclosure, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. iv. The Administrative Agent Agents and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender Issuers, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, Loans or a an extension of the expiry date of any Letter of Credit Application consisting of a request to extend the deadline of, or to amend (without increasing the face amount thereof), a or the renewal of any Letter of CreditCredit (without increasing the amount thereof)) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension and with respect to a L/C Credit Extension (other than an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)), the Payment Agent shall have received for the account of the relevant L/C Issuer a certificate signed by a Responsible Officer of the Borrower, dated the date of such Credit Extension, stating that such statements are true (which shall be deemed to be included as part of the Letter of Credit Application for such request for a L/C Credit Extension).

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or, if such representation or warranty is itself qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is itself qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) as of such earlier date. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurocurrency Rate Core Currency SOFR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. Solely in connection with a drawing under an Incremental Term Loan in connection with a Limited Condition Acquisition, at the election of the Lenders providing such Incremental Term Loan, (a) the condition set forth in Section 5.02(a) (i) shall apply on the LCA Test Date and (ii) with respect to the funding date of such Incremental Term Loan, may be limited to customary “specified” representations and warranties and (b) the conditions set forth in Sections 5.02(b) (other than with respect to the absence of Default pursuant to Sections 9.01(a), (f) and (g)) shall relate to the LCA Test Date, not the date of the related Borrowing.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension or the Domestic Borrowers’ request to make the Term Loan [on the Term Loan Draw Date (if such date occurs) ](other than a Committed Term Loan Notice, Domestic Revolving Loan Notice or Canadian Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Core Currency Loans or BA Equivalent Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension or the Domestic Borrowers’ request to make the Term Loan [on the Term Loan Draw Date (if such date occurs) ](other than a Committed Term Loan Notice, Domestic Revolving Loan Notice or Canadian Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Core Currency Loans or BA Equivalent Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Lead Borrower or the Canadian Borrower, as applicable, shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) )[, (b)] and (b[d]b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this [Section 4.02]4 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower or the Canadian Borrower, as applicable, and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than excluding a Committed Loan SOFR Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency SOFR Loans) and of each Issuing Bank to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further 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) in all respects on such respective dates. (b) No no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer relevant Issuing Bank or the Swing Line Swingline Lender shall have received a Request for Credit Extension (or with respect to Letters of Credit, such other notice required hereunder) in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan SOFR Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency SOFR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Lead Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit ExtensionExtension and that after giving effect to such Credit Extension the Borrowers shall continue to be in compliance with the Borrowing Base.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date, other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency SOFR Loans) is subject to the following conditions precedent: (a) The Subject in the case of any Borrowing in connection with a New Loan Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), the representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (b) No Subject in the case of any Borrowing in connection with a New Loan Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency SOFR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (Company and each other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (unless already qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless already qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 2.16 to the designation of such Borrower as a Designated Borrower shall have been metmet to the satisfaction of the Administrative Agent. (e) In the case of Credit Extensions to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request request for Credit Extension (other than on the Closing Date, other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Core Currency Term SOFR Loans) is subject to the following conditions precedent: (a) The Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), the representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. (b) No Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Term SOFR Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers each Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) any representation or warranty (x) set forth in Section 5.19 or (y) that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (i)) after giving effect to such qualification and (iii) that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereofhereof that includes a certification by a Responsible Officer of the Parent Borrower that such proposed Credit Extension does not violate the provisions of the KWI Note Indentures or the Existing KWE Notes (or any documents governing any of the foregoing). (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 2.17 to the designation of such Borrower as a Designated Borrower shall have been metmet to the reasonable satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBO Rate Core Currency LoansLoans in accordance with the provisions of Section 2.02 hereof) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (unless such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBO Rate Core Currency Loans, or a Letter Loans in accordance with the provisions of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of CreditSection 2.02 hereof) submitted by the Company Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will continue to fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to fund the other TypeTerm Loan, or a continuation issue any Letter of Eurocurrency Rate Core Currency Loans) Credit to or for the benefit of the Borrower, is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document of the financial statements from time to time furnished at any time under pursuant hereto or in connection herewith or therewiththereto, shall be true and correct in all material respects on and as of the date of such Credit Extension, Committed Loan Notice (and the date of the applicable advance) with the same effect as if made on and as of such date (except that (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date., and (ii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01); (b) No Default or Event of Default shall existexist at the time of, or would result from from, such proposed Credit Extension funding, issuance or from the application of the proceeds thereof.grant; (c) The Administrative Agent No event shall have occurred or circumstances exist that has or would reasonably be expected to have a Material Adverse Effect; (d) With respect to a Letter of Credit issuance, all LC Conditions shall be satisfied; and, if applicable, the applicable L/C Issuer or the Swing Line (e) Lender shall have received a Request for Credit Extension Committed Loan Notice in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met. Each Request for Credit Extension (other than a which Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall be deemed to be a representation and warranty by Borrower that the conditions specified in Sections 4.02(a) and (b4.02(a)-(d) have been satisfied on and as of the date of the applicable Credit ExtensionTerm Loan or issuance of any Letter of Credit.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is ), the obligation of the L/C Issuer and the obligation of the Swing Line Lender to make any Swing Line Loan are each subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If Unless the applicable Completion Date in respect of each Project which is then under construction has occurred, Borrower is a Designated Borrower, then the conditions of Section 2.14 shall certify to the designation Administrative Agent and the Lenders that, since the date of the most recently delivered In-Balance Certificate delivered to the Administrative Agent, there has been no change to the sources or uses of the components of the In-Balance Test (as set forth in such In-Balance Certificate) which would result in the Borrower as a Designated Borrower shall have been methaving insufficient sources of funds to finance the Committed Capital Expenditure Amount. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a any continuation of Eurocurrency Rate Core Alternative Currency Loans) Loans is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of (i) the Borrowers Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except as disclosed by Borrower and approved in writing by the Required Lenders, or to the extent that such representations and warranties specifically refer to an earlier datedate or are no longer true and correct as a result of a change which is permitted by this Agreement, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If In the applicable Borrower is case of a Designated BorrowerCredit Extension to be denominated in an Alternative Currency, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been metcurrency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Core an Alternative Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) Loan submitted by the Company Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit ExtensionExtension or continuation of Alternative Currency Loan, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers each Borrower and each other Loan Party contained in Article V (other than the last sentence of Section 5.04 and the first sentence of Section 5.05) and (ii) each Loan Party contained in each or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereofhereof (except in the case of Credit Extensions made or deemed to be made under Sections 2.14(b)(v) and 2.16(a)(iv). (d) If In the applicable Borrower is case of a Designated BorrowerLetter of Credit to be denominated in an Alternative Currency, then there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the conditions reasonable opinion of Section 2.14 the Administrative Agent or the L/C Issuer would make it impracticable for such Letter of Credit to be denominated in the designation of such Borrower as a Designated Borrower shall have been metrelevant Alternative Currency. Each Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Core Currency Loans, or a Letter of Credit Application consisting of a request to extend the deadline of, or to amend without increasing the face amount thereof, a Letter of Credit) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.