Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)new Loan, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, the as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except (i) to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or Event of Default by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall have occurred continue to be true and be continuing;correct in all respects. (c) either (i) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate Covered Debt Amount amount of cash and Cash Equivalents (immediately after other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such extension of credit and date, but in any Concurrent Transactionevent not to exceed five (5) Business Days after such date) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; andExcess Cash Threshold. (d) The receipt by the Administrative Agent shall have received of a Borrowing Request in accordance with Section 2.03 or a request for the a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing or and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceforegoing clauses (a) and (b).

Each Credit Event. The obligation of each Revolving Lender to make any a Revolving Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Revolving Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The Agent shall have received, in the case of an Incremental Term Loan made a Revolving Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in connection accordance with a Commitment Increase under the Term Commitments in connection with a Specified Purchaselast paragraph of Section 2.03) or, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension the issuance of any a Letter of Credit, the applicable Issuing Bank and the Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.06(b) or, in the case of a Swingline Borrowing, the Swingline Lender and the Agent shall have received a Swingline Borrowing Request as required by Section 2.05(a). (b) The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a qualified by materiality qualifieror Material Adverse Effect, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date; , except to the extent such representations and warranties expressly relate to an earlier date (b) in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any Loan representations and warranties qualified by materiality or issuanceMaterial Adverse Effect, amendmentin all respects) as of such earlier date); provided that on the Effective Date, renewal or extension of any Letter of Credit only the Specified Representations shall be required to be made. (other than an Incremental Term Loan made in connection with a Commitment Increase under c) After the Term Commitments in connection with a Specified Purchase)Effective Date, at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03(other than an amendment, 2.04 extension or 2.05(brenewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (b) and (c).

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each the agreement of the Issuing Bank to issueconsider issuing, amendamending, renew renewing or extend extending any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orexcept to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in the which case of any portion of the representations and warranties already subject to a materiality qualifier, it shall be true and correct in all respects, subject to such qualification) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transactioncredit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transactioncredit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), Loans or payment of other Indebtedness that is included in the Other Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Indebtedness. Each Borrowing or the and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender Bank to make any Loan (including, on the Effective Date, the Initial Term Loans), and loan its Applicable Percentage of each Issuing Bank to issue, amend, renew or extend Borrowing and the obligation of any Letter of Credit, Credit Issuer to issue Letters of Credit on the date any Letter of Credit is additionally to be issued is subject to the further satisfaction of the following conditions: (a) timely receipt by Administrative Agent of a Request for Borrowing or Request for Letter(s) of Credit (as applicable); (b) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately before and after giving effect to such mergerBorrowing or issuance of such Letter(s) of Credit, consolidation no Default or acquisitionEvent of Default shall have occurred and be continuing and neither such Borrowing nor the issuance of such Letter(s) of Credit (as applicable) shall cause a Default or Event of Default and the Specified Purchase Agreement Representations (ii) immediately prior to before and after giving effect to such mergerBorrowing, consolidation or acquisitionthe Consolidated Cash Balance shall not be in excess of the Consolidated Cash Balance Threshold; (c) the representations and warranties of each Credit Party contained in this Agreement and the other Loan Papers shall be true and correct in all material respects on and as of the date of such LoanBorrowing or the issuance of such Letter(s) of Credit (as applicable), or except (iii) in to the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the extent such representations and warranties are expressly stated as of the Borrower set forth a certain date, in this Agreement which case such representations and in the other Loan Documents warranties shall be true and correct in all material respects as of such date and (orii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, in the case of any portion of the representations such representation and warranties already subject warranty (as so qualified) shall continue to a materiality qualifier, be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the funding of such Borrowing or the issuance, amendment, renewal or extension issuance of such Letter(s) of Credit (as applicable) and all other Borrowings to be made and/or Letter(s) of Credit to be issued (as applicable) on the same day under this Agreement, shall not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount); and (e) following the issuance of any Letter(s) of Credit, the aggregate Letter of Credit as required by Section 2.03Exposure of all Banks shall not exceed the lesser of (x) $10,000,000 and (y) the Total Commitment (i.e., 2.04 or 2.05(bthe least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount), as applicable. . (f) Each Borrowing (but not a continuation or conversion thereof) and the issuance of each issuance, renewal or extension of a Letter of Credit hereunder shall be deemed to constitute a representation and warranty by the Borrower that on the date thereof of such Borrowing or issuance of such Letter of Credit (as to applicable) the matters specified statements contained in the preceding sentencesubclauses (b), (c), (d) and (e) above are true.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans), occasion of any Borrowing and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuingexist; (cb) either (i) at the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. Each , all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all 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; (c) the Borrower shall have delivered (i) the required Notice of Borrowing in the case of making a Loan or (but not a continuation or conversion thereofii) and each the notice required under Section 2.22(b) in the case of the issuance, amendment, renewal or extension of a Letter of Credit; (d) if any Lender with a Multicurrency Commitment is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26; and (e) In the case of a Loan or Letter of Credit to be denominated in the 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 Multicurrency Lenders (in the case of any Loans to be denominated in the Alternative Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in the Alternative Currency) would make it impracticable for such Loan or Letter of Credit to be denominated in the Alternative Currency. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial occasion of any Borrowing (including any Borrowing of 2019 Delayed Draw Incremental Term Loans), and of each Issuing Bank to issue, amendamend to increase the face amount of, renew or extend any Letter of Credit, in each case other than on the Effective Date or with respect to any Incremental Facility, to the extent set forth in the related Incremental Facility Amendment, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (in each case, orunless such date is the Effective Date); provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (unless such Borrowing is on the Effective Date), no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the The Administrative Agent or (ii) the Borrower shall have delivered an updated received, in the case of a Borrowing, a Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit Request as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated required by Section 2.05(l)2.03 or, or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a request for notice requesting the Borrowing or the issuance, amendment, renewal or extension issuance of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not provided that a conversion or a continuation or conversion thereofof a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment to increase the face amount of, renewal or extension of a Letter of Credit Credit, in each case, other than on the Effective Date or with respect to any Incremental Facility, to the extent set forth in the related Incremental Facility Amendment, shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier or Material Adverse Effect shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;continuing and no Default shall have occurred and be continuing for a period of more than one (1) Business Day. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b), as applicable(i) Availability shall not be less than zero and (ii) the Canadian Revolving Exposure shall not exceed the Canadian Sublimit. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding) (excluding any Loan (including, on the Effective Date, the Initial Term Loansmade pursuant to Section 2.08(e)), and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event or events, which alone or in the aggregate would reasonably be expected to have a Material Adverse Effect shall have occurred. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except that (i) to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event such representations and warranties shall continue to be true and correct in all material respects as of Default such specified earlier date and (ii) to the extent that any such representation and warranty is qualified by materiality, such representation and warranty (as so qualified) shall have occurred continue to be true and be continuing;correct in all respects. (cd) either The pro forma total Revolving Credit Exposures (i) the aggregate Covered Debt Amount (immediately after giving effect to such the requested Borrowing or the issuance of the requested Letter of Credit (or any amendment, renewal or extension of credit and any Concurrent TransactionLetter of Credit that increases the LC Exposure)) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to aggregate Commitments. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each Borrowing or the (excluding any Loan made pursuant to Section 2.08(e)) and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (d).

Each Credit Event. The obligation of each Lender to make any Loan (including, on the First Amendment Effective Date, the Initial Term Loans), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term a Loan made in connection with a Commitment Increase under withto pay the Term Commitments purchase price and related fees and expenses in connection with respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (e) Parent Borrower shall have delivered a Borrowing Request to the Administrative Agent in accordance with Section 2.03. (f) With respect to a Delayed Draw Term Loan Borrowing only, 2.04 or 2.05(b), as applicable. Each Borrowing the Borrowers shall (but not a continuation or conversion thereofi) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as have demonstrated to the matters specified reasonable satisfaction of the Administrative Agent that the Borrowers are in compliance (on a pro forma basis) with the preceding sentencecovenants contained in Section 6.12 and (ii) use the proceeds of such Delayed Draw Term Loan solely to finance a Permitted Acquisition.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank Lender to issueparticipate in any issuance, amendamendment, renew renewal or extend any extension of a Letter of Credit, Credit (including not giving a Notice of Non-Extension) is additionally a “Credit Event” and is subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Loan Parties set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, Borrowing or (ii) in the case date of any other Loan or such issuance, amendmentamend, renewal or extension (or the last day on which the Issuing Bank could deliver a Notice of Non-Extension in respect of any Evergreen Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit), as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the such issuance, amendmentamend, renewal or extension (or the last day on which the Issuing Bank could deliver a Notice of such Non Extension in respect of any Evergreen Letter of Credit), as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the The Administrative Agent shall have received a request for the such other documentation and assurances as shall be reasonably required by it in connection therewith. Each Borrowing or the and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. The Issuing Bank has no obligation under this Credit Agreement to issue, amend, renew or extend any Letter of Credit to the preceding sentenceBorrower.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or 2.05(b), as applicablecould be reasonably expected to have a Material Adverse Effect. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The After the Effective Date, the obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than any Borrowing or issuance of a Letter of Credit under any Incremental Facility), is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, orin each case, as to any the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, they shall be true and correct in all material respects as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to The receipt by the Administrative Agent or (ii) of a Borrowing Request relating to the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect applicable Loan to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included be made in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by accordance with Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02), other than a Borrowing on the Effective Date or conversion thereof) under any Incremental Facility, and each issuance, amendment, renewal or extension of a Letter of Credit (other than any issuance, amendment, renewal or extension of a Letter of Credit on the Effective Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02. Notwithstanding the preceding sentenceforegoing, in the case of any Borrowing after the Effective Date the proceeds of which are used to finance a Limited Condition Transaction, clause (a) above shall be limited to the Specified Representations and clause (b) above shall be limited to any Specified Event of Default.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) shall not exceed days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base after giving effect Certificate most recently delivered to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(lthe Administrative Agent), or payment of other Indebtedness that is included in the Covered Debt Amount; and; (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, (i) each deposit account and securities account of the Borrower and the Subsidiary Guarantors that is maintained with the Custodian as of the Effective Date and required, pursuant to the terms of the Guarantee and Security Agreement, to be subject to a Control Agreement, but which is not subject to a Control Agreement as of the Effective Date, shall be subject to a Control Agreement and (ii) the Borrower shall have delivered to the Administrative Agent a favorable written opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent, addressing customary security interest matters; provided, that all representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to the foregoing (and to permit the taking of the actions described in this Section 4.02(e) within the time periods specified herein), and, to the extent any provision of this Agreement or any other Loan Document would be violated or breached (or any non-compliance with any such provision would result in a Default or Event of Default hereunder) as a result of any such extended deadline, such provision shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to this Section 4.02(e). Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (e) In the case of a Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit as required by Section 2.03to be denominated in a Foreign Currency, 2.04 there shall not have occurred any change in national or 2.05(b)international financial, as applicablepolitical 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 a Foreign Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in a Foreign Currency) would make it impracticable for such Borrowing, issuance, amendment, renewal or extension of any Letter of Credit to be denominated in the relevant Foreign Currency. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c), and (d) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit in each case during the Availability Period, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) the Revolving Credit Exposure shall not exceed Availability. (b) The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except (i) to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event such representations and warranties shall continue to be true and correct in all material respects as of Default shall have occurred such specified earlier date and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) to the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating extent that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments representation or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness warranty that is included qualified by “material” or “Material Adverse Effect” references therein, such representation or warranty shall be true and correct in all respects on and as of the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (c) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit as required by and related Letter of Credit Agreement in accordance with Section 2.03, 2.04 or 2.05(b2.07(b), as applicable. (d) No Material Adverse Change shall have occurred since the date of the financial statements most recently delivered pursuant to Section 8.01(a) or (b), as the case may be. (e) The Borrower shall be in pro forma compliance with the financial covenants set forth in Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent after giving effect to such Borrowing) applicable to the Rolling Period ending on the last day of the fiscal quarter in which such Borrowing is to be made, as evidenced by a certificate executed by a Responsible Officer attaching the supporting detail for such calculations. Each request for a Borrowing (but not a continuation or conversion thereof) and each request for the issuance, amendment, renewal or extension of a any Letter of Credit and each acceptance of the foregoing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a), (b), and (d).

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Concurrent Transaction. Each Borrowing or the and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except (i) to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) Except with respect to any Borrowing made on the aggregate Covered Debt Amount (Effective Date, at the time of and immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit as and after giving pro forma effect to transactions anticipated to occur in the period of five (5) Business Days following the date thereof, the aggregate amount of Available Cash (excluding an amount equal to the aggregate amount of IPO Proceeds held by the Borrower and its Restricted Subsidiaries at the time of determination) shall not exceed $50,000,000. (i) In the case of any Loan, the Administrative Agent shall have received the Borrowing Request required by Section 2.03, 2.04 and (ii) in the case of the issuance, extension (other than any automatic extension) or 2.05(b)increase of a Letter of Credit, as applicablethe relevant Issuing Bank shall have received a duly completed application for such Letter of Credit in accordance with Section 2.06. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 4.02(a), 4.02(b) and 4.02(c).

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) shall not exceed days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base after giving effect Certificate most recently delivered to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(lthe Administrative Agent), or payment of other Indebtedness that is included in the Covered Debt Amount; and; (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, the Administrative Agent shall have received (x) a copy of that certain Master Participation Agreement for Par/Near Par Trades, dated on or around April 10, 2023 by and among Macquarie Bank Limited and the Borrower (the “Master Participation Agreement”), duly executed by each of the parties thereto and (y) evidence reasonably satisfactory to the Administrative Agent that the purchase price (other than any portion of the purchase price to be paid with the proceeds of a Loan made on the initial making of a Loan or issuance of a Letter of Credit hereunder) under the Master Participation Agreement has been paid in full on or before the initial making of a Loan or issuance of a Letter of Credit hereunder. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial including an Incremental Term Loans), Loan and other than pursuant to a Mandatory Borrowing) and of each Issuing Bank to issue, amendamend (other than in a manner that does not change the maximum stated amount of such Letter of Credit), renew or renew, extend any Letter of Credit, the effectiveness of any Commitment Increase pursuant to Section 2.19, the effectiveness of any Incremental Facilities pursuant to Section 2.20 and the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, is additionally subject to the satisfaction (or waiver in accordance with Section 9.2) of the following conditions: (a) (i) Solely in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified PurchaseBorrowing, the Specified Representations Administrative Agent shall have received a Borrowing Request in accordance with Section 2.3. (immediately after giving effect to such merger, consolidation or acquisitionb) All representations and warranties set forth in this Agreement and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) other Loan Documents shall be true and correct in all material respects on and as of the date of the making of such Loan, or (ii) in the case of any other Loan or such issuance, amendment, amendment renewal or extension of any such Letter of Credit, or the representations and warranties effectiveness of such Commitment Increase, Incremental Facility or extension, as applicable, except that (i) to the Borrower set forth in this Agreement and in the other Loan Documents extent that any such representation or warranty is stated to relate solely to an earlier date, it shall be true and correct in all material respects as of such earlier date and (orii) any representation and warranty that is qualified as to “materiality”, in the case of any portion of the representations and warranties already subject to a materiality qualifier, “Material Adverse Effect” or similar language shall be true and correct in all respects. (c) on At the time of and as of immediately after giving effect to the date making of such Loan or the date of Loan, such issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as the effectiveness of such specific date; (b) in the case of any Loan Commitment Increase, Incremental Facility or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension . The making of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loanseach Loan, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, amendment (other than an amendment that does not change the maximum stated amount of such Letter of Credit) renewal or extension of such each Letter of Credit as required by Section 2.03and the effectiveness of each Commitment Increase, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal Incremental Facility or extension of a Letter of Credit the Maturity Date shall be deemed to constitute a representation and warranty by each Borrower that the conditions specified in paragraphs (b) and (c) of this Section 4.2 have been satisfied as of the date thereof; provided that, notwithstanding anything to the contrary in this Section 4.2, in connection solely with the Incremental Facilities, if the proceeds of such Incremental Facilities are being used to finance an acquisition not restricted by this agreement and the consummation of which is not conditioned on the availability of, or on obtaining, third party financing and the applicable Incremental Lenders so agree, the reference in Section 4.2(b) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would customarily be deemed to be “specified” representations and warranties under customary “Sungard” provisions (including those with respect to the target contained in the applicable acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the applicable Borrower or relevant Affiliates thereof not to consummate the transactions contemplated thereby) (it being understood that representations corresponding to the “Specified Representations” and “Acquisition Agreement Representations” (each as defined in the Bridge Credit Agreement (as in effect on the date thereof as to hereof)) shall satisfy the matters specified requirement in the preceding sentencethis proviso.

Each Credit Event. The obligation of each Lender to make any a Revolving Loan (including, on the Effective Dateoccasion of any Borrowing (exclusive of continuations and conversions of a Borrowing), of the Initial Term Loans)Swingline Lender to make a Swingline Loan, and of each any Issuing Bank to issue, amendrenew, renew or extend and/or increase the amount of any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of except that such materiality qualifier shall not be applicable to any portion of the representations and warranties that are already subject to a qualified or modified by materiality qualifier, true and correct in all respectsthe text thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, or, as to any such representation or warranty applicable (other than those representations and warranties that refers expressly relate to a specific earlier date, which shall be true and correct in all material respects as of such specific date;earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof)). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) For any General Loan or issuance, renewal, extension or increase of any Letter of Credit made during a Collateral Trigger Period, at the aggregate Covered Debt Amount (time thereof and immediately after giving effect to thereto, the General Credit Exposure at such extension of credit and any Concurrent Transaction) time shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; andCNTA Cap. (d) For any Development Loan made on or following the Administrative Agent Initial Designation Effective Date, the Development Designation Conditions shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicablebeen satisfied. Each Borrowing (but not a continuation or conversion thereof) Borrowing, each Swingline Loan and each issuance, renewal issuance or extension increase of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) (and, as applicable, (c) and (d)) of this Section.

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

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew review or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions:conditions (subject to the provisions of Section 1.07 in the case of any New Loans for use in a Limited Condition Transaction): (a) (i) The representations and warranties of the Borrower set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) this Agreement and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) other Loan Documents shall be true and correct in all material respects on and as of the date of such LoanBorrowing, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept that (i) for purposes of this Section, as the representations and warranties contained in Section 3.04(a) shall be deemed to any refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, they shall be true and correct in all material respects as of such specific date;earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the The Administrative Agent shall have received a request for the Borrowing Request and such other documentation and assurances as shall be reasonably required by it in connection therewith. (d) The Issuing Bank shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. Each Borrowing or the issuance, amendment, renewal or extension of such a Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied as of the date thereof as to the matters specified in the preceding sentencethereof.

Each Credit Event. The effectiveness of this Agreement or the obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Borrowers set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase this Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, except for any representation and warranty made as to any such representation or warranty that refers to a specific of an earlier date, which representation shall remain true and correct in all material respects as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either After giving effect to any Borrowing or the issuance of any Letter of Credit, Aggregate Availability is not less than zero. (id) The Indebtedness hereunder, including any Loan made or Letter of Credit issued on such date (and all reimbursement and other obligations in respect thereof), is permitted Indebtedness under each of the 2009 Indenture and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (e) If the aggregate Covered Debt Amount (amount of Loans and Letters of Credit outstanding under this Agreement shall exceed $250,000,000 at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension Letter of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit Credit, as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loansapplicable, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for certificate together with such Borrowing Request or Letter of Credit Request, in each case signed by a Financial Officer of the Borrower Representative (together with such support therefor as the Administrative Agent may reasonably request), certifying that, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicableis permitted under the 2009 Indenture and the 2010 Indenture. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize a Disbursement Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit (or amend, renew or extend any Letter of Credit) for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued (or amending, renewing or extending) any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (e) Parent Borrower shall have delivered a Borrowing Request to the Administrative Agent in accordance with Section 2.03. (f) With respect to a Delayed Draw Term Loan Borrowing only, 2.04 or 2.05(b), as applicablethe Borrowers shall (i) have demonstrated to the reasonable satisfaction of the Administrative Agent that the Borrowers are in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) use the proceeds of such Delayed Draw Term Loan solely to finance a Permitted Acquisition. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a) through (d) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) through (d) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (e) Borrower shall have delivered a Borrowing Request to the Administrative Agent in accordance with Section 2.03. (f) With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received a notice setting forth the deposit account of the Borrower (the “Funding Account”) to which the Administrative Agent is authorized by the Borrower to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement. (g) With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received a true and complete customer list for Holdings and its Subsidiaries, which list shall state the customer’s name, mailing address and phone number and shall be certified as required true and correct by a Financial Officer. (h) With respect to the initial Loan or Letter of Credit issuance hereunder, the lien search results received by the Administrative Agent pursuant to Section 4.01(f) or otherwise, shall reveal no Liens on any of the assets of the Loan Parties except for liens permitted by Section 2.036.02 or discharged pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent. (i) With respect to the initial Loan or Letter of Credit issuance hereunder, 2.04 the Administrative Agent shall have received (i) a proxy with an undated stock power with respect to the Equity Interests pledged pursuant to the Security Agreement, executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or 2.05(b)accompanied by an executed transfer form in blank) by the pledgor thereof. (j) With respect to the initial Loan or Letter of Credit issuance hereunder, as applicablethe Administrative Agent shall have received original signature pages to the Loan Documents and each certificate, document, instrument and agreement required to be delivered pursuant to Section 4.01. (k) With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received evidence of property insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of this Agreement and the Security Agreement. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) and (d) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in Section 4.02, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Borrowers set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase this Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension any Borrowing or the issuance of credit and any Concurrent Transaction) Letter of Credit, the aggregate Credit Exposures shall not exceed the Borrowing Base reflected on lesser of (x) the aggregate Revolving Commitments or (y) (other than in the case of a Protective Advance or an Overadvance) the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Base. Each Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and any agreement of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) After the Effective Date, the representations and warranties of Borrower set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified PurchaseDocuments (except, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) representations and warranties set forth in Section 3.05 and in the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisitionlast sentence of Section 3.07) shall be true and correct in all material respects on (except for any representation and as of the date of such Loanwarranty that is qualified by materiality or Material Adverse Effect, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations which representation and warranties of the Borrower set forth in this Agreement and in the other Loan Documents warranty shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties relate specifically to a specific another date, as of such specific date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable: (i) the Outstanding Credit shall not exceed the aggregate amount of the Commitments; and (ii) the Swingline Exposures shall not exceed the commitment of the Swingline Lender to make Swingline Loans. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Second Amendment Effective Date, the Initial Term Loans), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) shall not exceed days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base after giving effect Certificate most recently delivered to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(lthe Administrative Agent), or payment of other Indebtedness that is included in the Covered Debt Amount; and; (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, the Administrative Agent shall have received (x) a copy of that certain Master Participation Agreement for Par/Near Par Trades, dated on or around April 10, 2023 by and among Macquarie Bank Limited and the Borrower (the “Master Participation Agreement”), duly executed by each of the parties thereto and (y) evidence reasonably satisfactory to the Administrative Agent that the purchase price (other than any portion of the purchase price to be paid with the proceeds of a Loan made on the initial making of a Loan or issuance of a Letter of Credit hereunder) under the Master Participation Agreement has been paid in full on or before the initial making of a Loan or issuance of a Letter of Credit hereunder. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Dateoccasion of any Borrowing (including the initial funding, but excluding a Revolving Credit Borrowing to refund, continue or convert any outstanding Revolving Credit Borrowing or interest elections made in connection with the Initial Term LoansLoan), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, the as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in Borrowing or the case date of any Loan or issuance, amendment, renewal or extension of any such Letter of Credit Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time c) The making of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall would not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l)conflict with, or payment of other Indebtedness that is included in cause any Lender or the Covered Debt Amount; andIssuing Bank to violate or exceed, any applicable Governmental Requirement. (d) The receipt by the Administrative Agent shall have received of a Revolving Credit Borrowing Request in accordance with Section 2.03, a request for the a Letter of Credit in accordance with Section 2.07(b) or a Term Loan Rate Request in accordance with Section 4.04, as applicable. Each request for a Borrowing or and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 7.02(a) through (c).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (other than any continuation of any Eurocurrency Loan or the Initial Term Loansconversion of a Loan to a Eurocurrency Loan), and of each the Issuing Bank Lenders and FCI Issuing Lenders to issue, amend, renew or extend any Letter of CreditCredit or any FCI, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) in Subject to the case last paragraph of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of CreditSection 2.1(b), the representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the other than those representations and warranties already subject to that are expressly qualified by a materiality qualifierMaterial 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 Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit or FCI, as applicable, or, as except to any the extent that such representation or warranty that refers representations and warranties specifically refer to a specific 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 a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such specific earlier date; (b) in Subject to the case last paragraph of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified PurchaseSection 2.1(b), at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit or FCI, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) In the aggregate Covered Debt Amount (immediately after giving effect to such case of any initial extension of credit and any Concurrent Transaction) shall not exceed made under the Borrowing Base reflected on Global Revolving Facility or the Borrowing Base Certificate most recently delivered Foreign Trade Facility to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loansa Foreign Subsidiary Borrower, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for Foreign Subsidiary Opinion and such other documents and information with respect to such Foreign Subsidiary Borrower as the Borrowing Administrative Agent may reasonably request. (d) In the case of a credit extension hereunder 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 Foreign Trade Facility Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency), any Issuing Lender (in the case of any Letter of Credit to be denominated in an Alternative Currency), any Bilateral FCI Issuing Lender (in the case of any issuance of Bilateral FCIs), the Participation FCI Issuing Lenders (in the case of any issuance of Participation FCIs), or the Lenders with Participation FCI Commitments (in the case of any issuance of Participation FCIs) would make it impracticable for such credit extensions to be denominated in the relevant Alternative Currency. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit or an FCI shall be deemed to constitute a representation and warranty by the Parent Borrower and the relevant Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Loan Parties set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase this Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the aggregate Credit Exposures shall not exceed the lesser of (i) the total Revolving Commitments then in effect or (ii) other than in the case of a Protective Advance or an Overadvance, the Borrowing Base then in effect, and, other than in the case of a Protective Advance or an Overadvance, the Administrative Agent shall have received a Borrowing Base Certificate as required by Section 2.03of a date not earlier than the last day of the most recent fiscal month ended at least 20 days prior to the date of such Borrowing or such issuance, 2.04 amendment, renewal or 2.05(b), as applicableextension. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or 2.05(b), as applicablecould be reasonably expected to have a Material Adverse Effect. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) and (d) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) or (d) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase)Credit, at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), reflected on the Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent Agent) or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base (immediately after giving effect to such extension of credit as well as and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(lConcurrent Transaction), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Revolving Lender to make any a Revolving Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Revolving Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions:conditions (except as otherwise set forth in Section 2.18 and, with respect to clauses (b) and (c) below, subject to Section 1.08 in connection with any Limited Condition Acquisition to be funded with the proceeds of a FILO Tranche): (a) (i) The Administrative Agent shall have received, in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with Revolving Borrowing, a Specified PurchaseBorrowing Request as required by Section 2.03 or, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.24(b), or, in the case of a Swingline Borrowing, the applicable Swingline Lender and the Administrative Agent shall have received a Swingline Borrowing request as required by Section 2.23(a). (b) The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a qualified by materiality qualifieror Material Adverse Effect, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date; , except to the extent such representations and warranties expressly relate to an earlier date (b) in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any Loan representations and warranties qualified by materiality or issuanceMaterial Adverse Effect, amendment, renewal or extension in all respects) as of any Letter of Credit such earlier date). (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at c) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03(other than an amendment, 2.04 extension or 2.05(brenewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable. Each , no Event of Default or Default shall have occurred and be continuing. (d) On the proposed date of such Borrowing, Excess Availability under the Facility for which a Borrowing Request or notice of request for Letter of Credit issuance has been delivered shall be adequate to cover the amount of such Borrowing or issuance. (but not a continuation e) If at the time of and immediately after giving effect to such Borrowing or conversion thereof) and each the issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Specified Excess Availability is less than the greater of (a) 10% of the Total Maximum Borrowing Amount and (b) $30,000,000, then the Fixed Charge Coverage Ratio of the Borrower shall be deemed no lower than 1.00 to constitute 1.00 on a representation and warranty by Pro Forma Basis. (f) Prior to any such Borrowing, solely to the extent not previously delivered pursuant to Section 5.01(i), the Borrower on shall have delivered to the Administrative Agent a Monthly Borrowing Base Certificate for the most recent fiscal month ended at least twenty (20) calendar days prior to the date thereof as to the matters specified in the preceding sentenceof such Borrowing.

Each Credit Event. The obligation of each Lender to make any a Loan (including, or accept and purchase B/As on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, Borrowing or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of acceptance and purchase of such Loan B/As or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, except for those representations and warranties expressly made as of an earlier date (in which case such specific representations and warranties shall have been true and correct with respect to such earlier date;). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or acceptance and purchase of such B/As or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension Borrowing or acceptance and purchase of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing B/As or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b), as applicable(i) the total Revolving Exposures of each Class shall not exceed the total Commitments of such Class and (ii) the Total Shared Revolving Exposure shall not exceed the Total Shared Borrowing Base then in effect. Each Borrowing (but not a continuation or conversion thereof) Borrowing, each acceptance and purchase of B/As and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Revolving Lender to make any a Revolving Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Revolving Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions:conditions (except as otherwise set forth in Section 2.18 and, with respect to clauses (b) and (c) below, subject to Section 1.08 in connection with any Limited Condition Acquisition to be funded with the proceeds of a FILO Tranche): (a) (i) The Administrative Agent shall have received, in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with Revolving Borrowing, a Specified PurchaseBorrowing Request as required by Section 2.03 or, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.24(b), or, in the case of a Swingline Borrowing, the applicable Swingline Lender and the Administrative Agent shall have received a Swingline Borrowing request as required by Section 2.23(a). (b) The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a qualified by materiality qualifieror Material Adverse Effect, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date; , except to the extent such representations and warranties expressly relate to an earlier date (b) in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any Loan representations and warranties qualified by materiality or issuanceMaterial Adverse Effect, amendment, renewal or extension in all respects) as of any Letter of Credit such earlier date). (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at c) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03(other than an amendment, 2.04 extension or 2.05(brenewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) On the proposed date of such Borrowing, Excess Availability under the Facility for which a Borrowing Request or notice of request for Letter of Credit issuance has been delivered shall be adequate to cover the amount of such Borrowing or issuance. (e) If at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Specified Excess Availability is less than the greater of (a) 10% of the Total Maximum Borrowing Amount and (b) $3072,000,000, then the Fixed Charge Coverage Ratio of the Borrower shall be no lower than 1.00 to 1.00 on a Pro Forma Basis. (f) Prior to any such Borrowing, solely to the extent not previously delivered pursuant to Section 5.01(i), the Borrower shall have delivered to the Administrative Agent a Monthly Borrowing Base Certificate for the most recent fiscal month ended at least twenty (20) calendar days prior to the date of such Borrowing. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (b) and (c).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default Default, and at any time that is not an Investment Grade Period, no Borrowing Base Deficiency, shall have occurred and be continuing;. (cb) either The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents, other than those set forth in Section 7.04(b) and clause (i) of Section 7.05, 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 aggregate Covered Debt Amount (immediately after giving effect to date of such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. Each , except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing (but not a continuation or conversion thereof) and each the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such specified earlier date. (c) The receipt by the Administrative Agent of a Borrowing Request (whether in writing or by telephone) in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable, unless a Borrowing Request is not required hereunder to obtain such Loan or Letter of Credit to be made or issued hereunder. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a)-(b).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding but excluding any conversion or continuation of a Loan), and of each the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (but excluding any Existing Letter of Credit that is deemed to be issued pursuant to Section 2.08(b)), is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default Borrowing Base Deficiency shall have occurred and be continuing;continuing and the total Revolving Credit Exposures shall not exceed the Total Revolving Commitments and the Total Term Loan Exposures shall not exceed the Total Term Commitments. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent (i) that any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, in which case such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to The making of such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit as required by (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.03, 2.04 or 2.05(b2.08(b), as applicable. Each . (e) At the time of and immediately after giving effect to such Borrowing (but not a continuation of Revolving Loans or conversion thereof) and each to the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash shall exist. For the avoidance of doubt, this Section 6.02(e) shall not apply to any Term Borrowing, except to the extent set forth in the applicable Term Loan Amendment. (f) In the case of a Term Borrowing, all of the conditions precedent to such Term Borrowing set forth in Section 2.09 and the applicable Term Loan Amendment have been satisfied. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a), Section 6.02(b), Section 6.02(e) and Section 6.02(f).

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Second Amendment Effective Date, the Initial Term Loans, and on the Fourth Amendment Effective Date, the Fourth Amendment Effective Date Term Loans), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) shall not exceed days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base after giving effect Certificate most recently delivered to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(lthe Administrative Agent), or payment of other Indebtedness that is included in the Covered Debt Amount; and; (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, the Administrative Agent shall have received (x) a copy of that certain Master Participation Agreement for Par/Near Par Trades, dated on or around April 10, 2023 by and among Macquarie Bank Limited and the Borrower (the “Master Participation Agreement”), duly executed by each of the parties thereto and (y) evidence reasonably satisfactory to the Administrative Agent that the purchase price (other than any portion of the purchase price to be paid with the proceeds of a Loan made on the initial making of a Loan or issuance of a Letter of Credit hereunder) under the Master Participation Agreement has been paid in full on or before the initial making of a Loan or issuance of a Letter of Credit hereunder. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The effectiveness of this Agreement or the obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Borrowers set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase this Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, except for any representation and warranty made as to any such representation or warranty that refers to a specific of an earlier date, which representation shall remain true and correct in all material respects as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either After giving effect to any Borrowing or the issuance of any Letter of Credit, Aggregate Availability is not less than zero. (id) The Indebtedness hereunder, including any Loan made or Letter of Credit issued on such date (and all reimbursement and other obligations in respect thereof), is permitted Indebtedness under each of the 2009 Indenture and the 2▇▇▇ ▇▇▇▇▇▇▇▇▇. (e) If the aggregate Covered Debt Amount (amount of Loans and Letters of Credit outstanding under this Agreement shall exceed $250,000,000 at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension Letter of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit Credit, as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loansapplicable, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for certificate together with such Borrowing Request or Letter of Credit Request, in each case signed by a Financial Officer of the Borrower Representative (together with such support therefor as the Administrative Agent may reasonably request), certifying that, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicableis permitted under the 2009 Indenture and the 2010 Indenture. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize a Disbursement Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit (or amend, renew or extend any Letter of Credit) for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued (or amending, renewing or extending) any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, and the willingness of the Issuing Bank to amend, renew or extend extend, any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received written notice of the applicable Borrower’s intent to borrow or request a Letter of Credit if required by Article II; (ib) the representations and warranties of the Company set forth in Article IV (other than the representation set forth in Section 4.08 and the representation set forth in the case last sentence of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisitionSection 4.06) shall be true and correct in all material respects on and as of the date of such LoanBorrowing, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, with the same effect as to any though such representation or warranty that refers to a specific date, representations and warranties had been made on and as of such specific date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; (bc) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of (and immediately after giving effect to to) such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (cd) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable: (i) the Revolving Credit Exposure of each Lender shall not exceed such Lender’s Commitment; (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the total Commitments at such time; and (iii) the sum of the total Revolving Credit Exposures with respect to Revolving Loans and Letters of Credit to the Subsidiary Borrowers plus the aggregate principal amount of outstanding Competitive Loans to the Subsidiary Borrowers shall not exceed $50,000,000; and (e) with respect to any Borrowing or Letter of Credit denominated in a Foreign Currency, at the time of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such Foreign Currency is readily available in the amount required and is freely convertible into Dollars in the London interbank market. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit Credit, as applicable shall be deemed to constitute a representation and warranty by the Company and the applicable Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (b), (c) and (d) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such mergerBorrowing or the issuance, consolidation amendment, renewal or acquisitionextension of such Letter of Credit, as applicable (A) in respect of Borrowings to occur on the Effective Date, no Event of Default shall have occurred and be continuing; provided that, the existence or non-existence of any Event of Default with respect to a breach of representations and warranties as of the Effective Date shall relate only to a breach of the Specified Purchase Agreement Representations, and (B) in respect of Borrowings occurring at times other than the Effective Date, no Default shall have occurred and be continuing. (i) With respect to the Loans made and/or Letters of Credit issued on the Effective Date, the Specified Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) and as of the date of such Loan, or (ii) in with respect to any Borrowings made and/or Letters of Credit issued, amended, renewed or extended after the case of any other Loan or issuance, amendment, renewal or extension of any Letter of CreditEffective Date, the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respectstext thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept, as in each case, to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event such representations and warranties shall continue to be true and correct as of Default shall have occurred and be continuing;such specified earlier date. (cb) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing or and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a) through (e). Notwithstanding anything herein to the preceding sentencecontrary, even though the making of representations and warranties that are not Specified Representations is not a condition to the Borrowings made on the Effective Date, the Borrower shall be deemed to have made all the representations and warranties contained in this Agreement in connection with such Borrowings, and the making of the Loans consisting of the Borrowings by the Lenders shall not constitute a waiver by the Lenders of any Event of Default that occurs by reason of breach of any such representation and warranty.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;; 92 Revolving Credit Agreement (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transactioncredit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transactioncredit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), Loans or payment of Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Amount at such time. Each Borrowing or the and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents (other than the representations and warranties set forth in Section 2.01 and Section 2.04 of the Guarantee and Security Agreement) shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase)Credit, at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) ), which shall not exceed be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base after giving effect Certificate most recently delivered to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(lthe Administrative Agent), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Dateoccasion of any Borrowing (including the initial funding), the Initial Term Loans), Swing Line Lender to make a Swing Line Loan and of each the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such mergerBorrowing, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Swing Line Loan or the issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, no Default shall have occurred and be continuing and the fair market value of the Vessel Collateral is equal to or in excess of two hundred percent (200%) of the outstanding Credit Exposures of all Lenders taking into account the increase of Credit Exposures requested based on the most recent Appraisal. (b) At the time of and immediately after giving effect to such Borrowing, Swing Line Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect. (c) The representations and warranties of the Borrower Borrowers and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing, Swing Line Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, as of such specific date;. (bd) in the case The making of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not cause any Lender or the Issuing Lender to violate or exceed any applicable Governmental Requirement, and no Default or Event of Default Change in Law shall have occurred occurred, and no litigation shall be continuing;pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the Transactions as contemplated by this Agreement or any other Loan Document. (ce) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to The receipt by the Administrative Agent or (ii) the Borrower shall have delivered an updated of a Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding LoansRequest in accordance with Section 2.03, cash collateralization of Letters of Credit as contemplated by a Swing Line Loan Notice in accordance with Section 2.05(l2.09(b), or payment a request for a Letter of other Indebtedness Credit in accordance with Section 2.08(b), as applicable. (f) In the event that is the Equity Interests of the Foreign Subsidiaries of the Parent Guarantor that would otherwise be Guarantors pursuant to Section 8.15(c) become included in the Covered Debt Amount; and (d) Security Instruments, the Administrative Agent shall have received a certificates, if any, together with undated, blank stock or membership interest powers for each such certificate, representing all of such issued and outstanding Equity Interests (which certificates shall promptly be delivered to the Administrative Agent by the Syndication Agent). Each request for the a Borrowing or a Swing Line Loan and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (f).

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; ; and 107 Revolving Credit Agreement (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Concurrent Transaction. Each Borrowing or the and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, Borrowing or (ii) in the case date of any other Loan or issuance, amendment, renewal amendment or extension of any such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents specifically refer to an earlier date, they shall be true and correct in all material respects (or, in the case as of such earlier date; provided further that any portion of the representations representation and warranties already subject warranty that is qualified as to a materiality qualifier, “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects) respects on and as of the date of such Loan credit extension or the date of issuance, amendment, renewal or extension of on such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific earlier date, as of such specific date;the case may be. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) In the aggregate Covered Debt Amount (immediately case of any Borrowing of Revolving Loans or the issuance, amendment or extension of any Letter of Credit, after giving effect to the incurrence of such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent Revolving Loans or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, the aggregate outstanding Revolving Exposures would not exceed (i) during the Limited Availability Period, the lesser of (x) the Availability Cap and (y) the aggregate Revolving Commitments then in effect, and (ii) at any other time, the aggregate Revolving Commitments then in effect. (d) In the case of any Borrowing of Revolving Loans, or the issuance, amendment or extension of any Letter of Credit, during the Limited Availability Period, the Cash Balance of the Loan Parties after giving effect to the incurrence of such Revolving Loans or issuance, amendment or extension of such Letter of Credit, as applicable, shall not exceed $20,000,000. Each Borrowing (but not provided that a conversion or a continuation or conversion thereofof a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower each Specified Loan Party on the date thereof as that the conditions specified in paragraphs (a), (b) and (d) (to the matters specified in the preceding sentenceextent then-applicable) of this Section have been satisfied.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loansoccasion of any Borrowing (other than a continuation or conversion of any Loan), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) except in the case of any Loan or issuancesuch representation and warranty that expressly relates to an earlier date, amendment, renewal or extension in which case such representation and warranty shall be true and correct in all material respects on and as of any Letter of Credit such earlier date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; . On the date of each Borrowing (cother than a continuation or conversion of any Loan) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b), as applicable. Each Borrowing the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (but not a continuation or conversion thereofa) and each (b) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, (i) the aggregate Revolving Exposures shall not exceed the Commitments and (ii) that portion of the aggregate Revolving Exposures attributable to Loans, Letters of Credit and LC Disbursements denominated in Alternate Currencies shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentencenot exceed US$50,000,000.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower each Credit Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case without duplication of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respectsqualifier contained therein) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable except to the extent that such representations and warranties specifically refer to an earlier date, orin which case they shall be true and correct as of such earlier date; provided that solely with respect to the Loans made on the Effective Date, the only representations related to the Eagle Ford Assets the accuracy of which shall be a condition to the Effective Date shall be (a) such of the representations made by or on behalf of the Eagle Ford Seller in the Eagle Ford Purchase Agreement as are material to the interest of the Lenders, but only to the extent that the accuracy of any such representation is a condition to EOC’s obligation to close under the Eagle Ford Purchase Agreement or warranty that refers EOC has the right to terminate its obligations under the Eagle Ford Purchase Agreement as a specific date, as result of a breach of such specific date;representations and (b) the Specified Representations. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, no Borrowing Base Deficiency exists or would be caused thereby. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans), occasion of any Borrowing and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit hereunder (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not effect an extension, or increase the stated face amount, of such Letter of Credit, ) is additionally subject to the satisfaction (or waiver in accordance with Section 10.02) of the following conditions: (a) The representations and warranties of each Borrower set forth in this Agreement shall (iother than the representations and warranties set forth in Sections 3.04(b) and 3.06 and except as expressly provided in the case last sentence of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisitionSection 3.12) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not effect an extension, or increase the stated face amount, of such Letter of Credit), as applicable, or, applicable (except to the extent expressly made as to any such representation or warranty that refers to a specific of another date, in which case such representations and warranties shall be true and correct in all material respects as of such specific other date;). (b) in At the case time of any Loan and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit Credit, as applicable, no Default shall have occurred and be continuing. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at c) At the time of and immediately after giving effect the making of the first Loan or issuance of a Letter of Credit, if any, when the representation in the third sentence of Section 3.12 would be required to be made, but cannot be made, then as a condition precedent to such Loan Borrowing or issuance of a Letter of Credit, each Borrower shall have delivered to the Administrative Agent a Form F.R. G-3 or Form F.R. U-1, as applicable, for each Lender, duly completed by such Borrower in conformity with Regulation U of the Board. Each Borrowing and each request for the issuance, amendment, renewal or extension of a Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not effect an extension, or increase the stated face amount, of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the each Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, except for any representation and warranty which is expressly made as to any such representation or warranty that refers to a specific of an earlier date, which representation and warranty shall have been true and correct as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) In the aggregate Covered Debt Amount (case of any Revolving Borrowing, at the time of and immediately after giving effect to such extension Borrowing, (i) the aggregate principal amount of credit Revolving Acquisition Loans outstanding shall not exceed $80,000,000 (or, on and any Concurrent Transactionafter the Transition Date, $50,000,000), (ii) the aggregate principal amount of Revolving Working Capital Loans outstanding shall not exceed $20,000,000 (or, on and after the Transition Date, $25,000,000) and (iii) if such Borrowing is being made on or after the Transition Date, the Borrower shall be in compliance with its obligation to deliver Borrowing Base Certificates hereunder and the total Revolving Exposures shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension then in effect. Each Borrowing, each issuance of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters a Letter of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, and each amendment, renewal or extension of such a Letter of Credit as required by Section 2.03, 2.04 that increases the stated amount or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension extends the expiry date of a such Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent TransactionTransactions) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transactioncredit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), Loans or payment of Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt AmountAmount at such time; and. (d) solely with respect to the Administrative Agent initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall have received a request for the be equal to or greater than $550,000,000. Each Borrowing or the and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The Administrative Agent shall have received, in the case of an Incremental Term Loan made a Borrowing, a Borrowing Request as required by Section 2.03 or, in connection with the case of the issuance of a Commitment Increase under the Term Commitments in connection with a Specified PurchaseLetter of Credit, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) applicable Issuing Bank and the Specified Purchase Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.06(b). (b) The representations and warranties of the Borrower set forth in this Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made amendment, extension or renewal of a Letter of Credit without any increase in connection with a Commitment Increase under the Term Commitments in connection with a Specified PurchaseStated Amount of such Letter of Credit), at as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03(other than an amendment, 2.04 extension or 2.05(brenewal of a Letter of Credit without any increase in the Stated Amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to any Borrowing or the issuance of any Letter of Credit, Excess Availability shall be not less than zero. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (b), (c) and (d) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding but excluding any conversion or continuation of a Loan), and of each the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (but excluding any Existing Letter of Credit that is deemed to be issued pursuant to Section 2.08(b)), is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default Borrowing Base Deficiency shall have occurred and be continuing;continuing and the total Revolving Credit Exposures shall not exceed the Total Revolving Commitments and the Total Term Loan Exposures shall not exceed the Total Term Commitments. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent (i) that any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, in which case such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to The making of such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit as required by (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.03, 2.04 or 2.05(b2.08(b), as applicable. Each . (e) During a Borrowing (but not a continuation Base Period, at the time of and immediately after giving effect to such Borrowing of Revolving Loans or conversion thereof) and each to the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash shall exist. For the avoidance of doubt, this Section 6.02(e) shall not apply to any Term Borrowing, except to the extent set forth in the applicable Term Loan Amendment. (f) In the case of a Term Borrowing, all of the conditions precedent to such Term Borrowing set forth in Section 2.10 and the applicable Term Loan Amendment have been satisfied. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a), Section 6.02(b), Section 6.02(e) and Section 6.02(f).

Each Credit Event. The (a) Except as provided in paragraph (b) of this Section 4.02, the obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (ai) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (iA) in the case of an Incremental Term Loan made the representations and warranties qualified as to materiality, in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchaseall respects and (B) otherwise, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects respects, in each case on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date making of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) except in the case of any Loan or issuancesuch representation and warranty that expressly relates to a prior date, amendment, renewal or extension in which case such representation and warranty shall be so true and correct on and as of any Letter of Credit such prior date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at ii) At the time of and immediately after giving effect to the making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (ciii) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to the making of such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Credit Exposure shall not exceed the lesser of (i) the total Revolving Commitments then in effect or (ii) other than in the case of a Protective Advance or an Overadvance, the Borrowing Base then in effect, and, other than in the case of a Protective Advance or an Overadvance, the Administrative Agent shall have received a Borrowing Base Certificate as required by Section 2.03of a date not earlier than the last day of the most recent fiscal month ended at least 20 days prior to the date of the making of such Loan or such issuance, 2.04 amendment, renewal or 2.05(b), as applicableextension. Each Borrowing (but not making of a continuation or conversion thereof) Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (i), (ii) and (iii) of this Section 4.02(a). (b) Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraph (a)(i) or (a)(ii) of this Section 4.02, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, with the consent of the Administrative Agent, but shall have no obligation to, issue, amend, renew or extend or cause to be issued, amended, renewed or extended any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or taking such action with respect to such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective occasion of any Borrowing (other than the initial funding on the Closing Date, the Initial Term Loans), and of each the Issuing Bank Bank(s) to issue, amend, renew issue Letters of Credit or extend amend any Letter of CreditCredit to increase the amount thereof, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to any such merger, consolidation issuance or acquisition) shall be true and correct in all material respects on and as of the date amendment of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the as applicable, no Default or Event of Default shall have occurred and be continuing or result therefrom. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orunless already qualified by materiality, in which case such representation and warranty (to the case of any portion of the representations and warranties already subject extent so qualified) shall continue to a materiality qualifier, be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of any such issuance or amendment of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orsuch representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality, as to any in which case, such applicable representation or and warranty that refers to a specific date, shall be true and correct) as of such specific specified earlier date;. (bc) After giving pro forma effect to the making of each Loan, including the use of proceeds thereof, the Borrower and its Restricted Subsidiaries shall not have any Excess Cash. (d) The receipt by the Administrative Agent of a Borrowing Request in the case of any Loan accordance with Section 2.03 or issuance, amendment, renewal or extension of any a request for a Letter of Credit (other than an Incremental Term Loan made in connection with or any such amendment to increase the amount of a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by in accordance with Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b2.09(b), as applicable. Each request for any such Borrowing (but not a continuation or conversion thereof) and each issuance, renewal for the issuance of any Letter of Credit or extension for any amendment to increase the amount of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through Section 6.02(c).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank Bank(s) to issue, amend, renew issue Letters of Credit or extend amend any Letter of CreditCredit to increase the amount thereof, is additionally subject to the satisfaction of the following conditions: (a) With respect to any Borrowing requested to be made on the Eleventh Amendment Closing Date the proceeds of which will be used to pay Acquisition Costs (as defined in the Eleventh Amendment), solely those conditions contained in Section 5 of the Eleventh Amendment. (b) At any other time after the Eleventh Amendment Closing Date: (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to any such merger, consolidation issuance or acquisition) shall be true and correct in all material respects on and as of the date amendment of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the as applicable, no Default or Event of Default shall have occurred and be continuing. (ii) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, unless already qualified by materiality in the which case of any portion of the representations such applicable representation and warranties already subject to a materiality qualifier, warranty shall be true and correct in all respectscorrect) on and as of the date of such Loan Borrowing or the date of any such issuance or amendment of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as such representations and warranties shall continue to any be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation or and warranty that refers to a specific date, shall be true and correct) as of such specific specified earlier date;. (biii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately also after giving effect to such extension of credit and any Concurrent Transaction) thereto, the Consolidated Cash Balance shall not exceed the Borrowing Base reflected on lesser of (i) $30,000,000 and (ii) 10% of the Borrowing Base Certificate most recently delivered to Loan Limit. (iv) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such a Letter of Credit as required by (or any such amendment to increase the amount of a Letter of Credit) in accordance with Section 2.03, 2.04 or 2.05(b2.09(b), as applicable. Each request for any such Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension for the issuance of a any Letter of Credit or for any amendment to increase the amount of any Letter of Credit after the Eleventh Amendment Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(b)(i) through Section 6.02(b)(iii).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, or in all respects in the case of any portion of representation or warranty qualified by materiality or Material Adverse Effect) with the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers to a specific date, which by its terms is made as of such specific date; a specified date shall be required to be true and correct in all material respects (b) or in all respects in the case of any Loan representation or issuance, amendment, renewal warranty qualified by materiality or extension Material Adverse Effect) only as of any Letter of Credit such specified date). (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Revolving Borrowing or the issuance, amendment, renewal amendment or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b), as applicablethe Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) or (c) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend or extend, or cause to be issued, amended or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending or extending, or causing the issuance, amendment or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term a Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase)Credit, at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loansoccasion of any Borrowing (other than any conversion or continuation of a Loan), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement (other than, after the Effective Date, the representations and warranties set forth in Sections 3.04(b) and 3.06 and, with respect to the representation and warranty set forth in Section 3.04(b) made on the Effective Date, assuming that such representation and warranty excludes any event, condition or circumstance that is disclosed in (i) Parent’s unaudited quarterly financial statements for the fiscal quarter ended March 31, 2015 filed on Form 10-Q with the SEC or (ii) any publicly available press releases of Parent or publicly available filings by Parent with the SEC released or filed prior to the date hereof, in the each case of an Incremental Term Loan made in connection with a Commitment Increase excluding any such disclosure under the Term Commitments caption “Risk Factors” and any other disclosure that is cautionary, predictive or forward-looking in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisitionnature) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; applicable (b) except in the case of any Loan or issuancesuch representation and warranty that expressly relates to a prior date, amendment, renewal or extension in which case such representation and warranty shall have been true and correct in all material respects on and as of any Letter of Credit such prior date). (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not other than any conversion or continuation of a continuation or conversion thereofLoan) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied. Notwithstanding the foregoing, in the case of any Limited Conditionality Acquisition Incremental Term Loans, the condition set forth in paragraphs (a) or (b) of this Section may, to the matters specified extent permitted by Section 2.21(c), be waived or modified as set forth in the preceding sentenceapplicable Incremental Facility Agreement.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, the as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respectstext thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept, as in each case, to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event such representations and warranties shall continue to be true and correct as of Default shall have occurred and be continuing;such specified earlier date. (c) either The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. (id) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension Borrowing or the issuance of credit and any Concurrent Transaction) such Letter of Credit, as applicable (giving effect to the anticipated use of proceeds thereof), the pro forma Consolidated Cash Balance as of the end of the Business Day following the day on which such Borrowing will be funded shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a Consolidated Cash Balance Threshold. Each request for the a Borrowing or and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) The Administrative Agent and the Specified Purchase Agreement Representations (immediately prior Lenders shall have received all fees and other amounts due and payable, including to giving effect the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to such merger, consolidation be reimbursed or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of paid by the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific datehereunder; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default Borrowing Base Deficiency shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and[Reserved]; (d) The representations and warranties of the Administrative Agent Loan Parties set forth in this Agreement and in the other Loan Documents, including regarding the absence of any event, development or circumstance giving rise to a Material Adverse Effect and no litigation as set forth in Sections 7.04(b) and 7.05, respectively, shall have received be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except, in each case, to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date. Notwithstanding the foregoing, and notwithstanding Section 6.01(s) as it relates to the representations and warranties under the 2013 Credit Agreement, the only representations the accuracy of which shall be a request for condition to the Borrowing availability of Loans under this Agreement on the Effective Date shall be the Catarina Property PSA Representations and the Specified Representations. The failure of any representation or warranty with respect to the Borrower or any of its Subsidiaries (other than the Catarina Property PSA Representations or the Specified Representations) to be accurate on the Effective Date will not constitute the failure of a condition precedent to the funding of the initial Loan under this Agreement but will instead constitute a Default which may be cured within a period of 10 days after the Effective Date and which will not in and of itself constitute a failure of a condition precedent to funding; (e) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit as required or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document; and (f) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03, 2.04 2.03 or 2.05(ba request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (f).

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing;continuing and the Commitment Termination Date shall not have occurred; and (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent TransactionTransactions) shall not exceed the Borrowing Base immediately after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding LoansConcurrent Transactions (which, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for with respect to the Borrowing or on the Effective Date, shall be deemed satisfied by the Borrowing Base Certificate delivered pursuant to Section 4.01(a)(vii)). Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without an increase in the principal amount thereof) shall not be considered the making of a Loan.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding but excluding any conversion or continuation of a Loan), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default Borrowing Base Deficiency shall have occurred and be continuing;. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent (i) that any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, in which case such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to The making of such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit as required by (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.03, 2.04 or 2.05(b2.08(b), as applicable. Each . (e) At the time of and immediately after giving effect to such Borrowing (but not a continuation or conversion thereof) and each to the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash shall exist. (f) If (i) such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, occurs during the period beginning on the Third Amendment Effective Date and ending on December 31, 2022 and (ii) there is Permitted Junior Lien Debt outstanding as of such time then, after giving effect to such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, the aggregate Revolving Credit Exposure shall not exceed an amount equal to (x) the aggregate Commitments minus (y) the lesser of (A) $100,000,000 and (B) 25% of the aggregate principal amount of Permitted Junior Lien Debt outstanding at such time. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a), Section 6.02(b), Section 6.02(e) and Section 6.02(f) (if applicable).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (including, including any initial funding on the Effective Date, the Initial Term Loans), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, no Default shall have occurred and be continuing; provided, that this clause (a) shall not apply to any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect; provided, that this clause (b) shall not apply to any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case without duplication of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respectsmateriality) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in Borrowing or the case date of any Loan or issuance, amendment, renewal or extension of any such Letter of Credit Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (other than an Incremental Term Loan made without duplication of materiality) as of such specified earlier date; provided, that the only representations and warranties that shall be required to be true and correct on and as of the Sixth Amendment Effective Date for any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in connection with a Commitment Increase under the Term Commitments B&M Acquisitions or to pay transaction costs and expenses in connection with a the B&M Acquisitions, shall be the Specified Purchase), at Representations and the time Specified Acquisition Agreement Representations. (d) The making of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Default or Event of Default Change in Law shall have occurred occurred, and no litigation shall be continuing;pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document; provided, that this clause (d) shall not apply to any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (c) either (i) The Consolidated Cash Balance as of the aggregate Covered Debt Amount (immediately after giving effect to such extension day of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or Request and (ii) the Borrower pro forma Consolidated Cash Balance as of the end of the third Business Day after such Borrowing will be funded, in each case, shall have delivered an updated Borrowing Base Certificate demonstrating not exceed $10,000,000; provided, that the Covered Debt Amount this clause (after giving effect to such extension of credit and any Concurrent Transactione) shall not exceed apply to any Borrowing on the Borrowing Base after giving effect Sixth Amendment Effective Date to such extension fund a portion of credit as well as any concurrent acquisitions of Portfolio Investments cash consideration payable in connection with the B&M Acquisitions or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included to pay transaction costs and expenses in connection with the Covered Debt Amount; andB&M Acquisitions. (df) The receipt by the Administrative Agent shall have received of a Borrowing Request in accordance with Section 2.03 or a request for the a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing or and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (e).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (b) On the date of the initial funding, the representations and warranties of the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of the initial funding, such representations and warranties shall continue to be true and correct as of such specified earlier date. (c) either Except for the initial funding, the representations and warranties of the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (i) the aggregate Covered Debt Amount (immediately after giving effect to except that such extension of credit and any Concurrent Transaction) materiality qualifier shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered be applicable to the Administrative Agent any representation or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness warranty that is included already qualified or modified by materiality in the Covered Debt Amount; and (dtext thereof) on and as of the Administrative Agent shall have received a request for the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. Each , except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date. (but not d) The receipt by the Administrative Agent of a continuation Borrowing Request in accordance with Section 2.03 or conversion thereof) and each a request for the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, in accordance with Section 2.07, as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) and 6.02(b) or 6.02(c), as applicable.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Dateoccasion of any Borrowing (other than any Incremental Loan, the Initial Term Loans), which shall be governed by Section 2.21) and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, after the Effective Date, is additionally subject to the satisfaction or waiver by the Required Lenders of the following conditions: (a) (i) in In the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with Letter of Credit or a Specified PurchaseLoan, the Specified Representations Administrative Agent and the relevant Issuing Bank, as applicable, shall have received a Borrowing Request or a Letter of Credit Request, as applicable, in accordance with Article II hereto, duly executed by an Authorized Officer of the Borrower, requesting the funding of the Loans or the issuance, amendment, renewal or extension of the Letter of Credit, as applicable. (immediately after giving effect to such mergerb) All representations and warranties made by the Borrower in any Financing Document (other than the representations and warranties set forth in Section 3.06, consolidation or acquisitionthe last sentence of Section 3.08, Section 3.13(c) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisitionSection 3.13(e) hereof) shall be true and correct in all material respects on (and as of to the date of extent that any such Loanrepresentation and warranty is otherwise qualified by materiality or material adverse effect, or (ii) such representation and warranty shall be true and correct in the case of any other Loan or issuanceall respects), amendment, renewal or extension of any Letter of Credit, the with all representations and warranties that are made as of the Borrower set forth in this Agreement and in the other Loan Documents shall be a specified date being true and correct in all material respects (orand to the extent that any such representation and warranty is otherwise qualified by materiality or material adverse effect, in the case of any portion of the representations such representation and warranties already subject to a materiality qualifier, warranty shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific specified date;. (bc) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment would occur as a result of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the such Borrowing or the such Letter of Credit. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit under this Section 4.02 shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) the total Revolving Credit Exposures shall not exceed the Loan Limit. (b) The representations and warranties of the Borrower and its Subsidiaries set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any representation or warranty that is qualified by “material” or “Material Adverse Effect” references therein, such representation or warranty that refers to a specific dateshall be true and correct in all respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (c) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit and related Letter of Credit Agreement in accordance with Section 2.07(b), as applicable. (d) Prior to the Covenant Changeover Date, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that attached thereto is an updated Budget as of the date of such specific date; (b) in the case of any Loan Borrowing or issuance, amendment, renewal or extension of any such Letter of Credit Credit, as applicable (or certifying that the Budget most recently delivered pursuant to this Agreement has not changed since the date of delivery thereof); (ii) that the cumulative Capital Expenditures actually made by the Borrower and the Restricted Subsidiaries for the Subject Project during the period from and including the Effective Date through and including the date of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, do not exceed 115% of the budgeted cumulative Capital Expenditures for the Subject Project as of the most recently ended calendar month, as set forth in the most recently delivered Budget hereunder (excluding the amount of any Capital Expenditures funded solely with the proceeds of any issuance of the Borrower’s Equity Interests (other than an Incremental Term Loan made Disqualified Capital Stock), to the extent that the Borrower delivers evidence thereof in connection with a Commitment Increase under form and substance reasonably satisfactory to the Term Commitments Administrative Agent); and (iii) as to the anticipated Capital Expenditures to be funded in connection with a Specified Purchase)part by such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, which Capital Expenditures shall be contemplated by the Budget attached thereto. (e) During the period from and including the Effective Date to but excluding the Covenant Changeover Date, at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default the Borrower shall have occurred and be continuing; (c) either (i) in pro forma compliance with the aggregate Covered Debt Amount (immediately financial covenant set forth in Section 9.01(a), calculated in a manner reasonably acceptable to the Administrative Agent after giving effect to such extension Borrowing, which financial covenant shall be recomputed on such date using (x) Consolidated Total Indebtedness outstanding on such date and (y) Consolidated Total Capitalization as of credit such date (and any Concurrent Transaction) the Borrower shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered have provided to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance therewith and certifying that the Covered Debt Amount (after giving effect to attached thereto is supporting detail for such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(lcalculations), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a . Each request for the a Borrowing or and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSections 6.02(a), (b), and (e).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (excluding the Initial Term Loanscontinuation of a Loan as a Loan of the same Type or the conversion of a Loan from one Type into another Type), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Borrowers set forth in the case this Agreement, any Letter of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) Credit applications and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Collateral Documents shall be true and correct in all material respects on and as of the date of (except to the extent such Loan, representations or (ii) warranties relate to an earlier date in the which case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents they shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date such date) of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, and if they are not true and correct in all material respects the Administrative Agent or the Required Lenders shall have determined not to make any such Loan or instructed the Issuing Bank not to issue Letters of Credit as to any a result of the fact that such representation or warranty that refers to a specific date, as of such specific date;is untrue or incorrect. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit continuing and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower Required Lenders shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect determined not to make such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or instructed the issuance, amendment, renewal or extension of Issuing Bank not to issue such Letter of Credit as required a result of such Default. (c) After giving effect to any Borrowing or the issuance of any Letter of Credit, U.S. Availability is not less than zero. (d) After giving effect to any Borrowing by Section 2.03the Canadian Borrower, 2.04 or 2.05(b), as applicableCanadian Availability is not less that zero. Each Borrowing (but not excluding the continuation of a continuation Loan as a Loan of the same Type or the conversion thereof) of a Loan from one Type into another Type), and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a)-(d) of this Section. Any Lender may require a duly completed compliance certificate as a condition to making a Borrowing or requesting the preceding sentenceissuance of a Letter of Credit.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case Each of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in to the case of any portion of the extent such representations and warranties already subject are not otherwise qualified by reference to materiality, Material Adverse Effect or a materiality qualifier, true and correct in all respectsdollar amount) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept to the extent any such representation and warranty specifically relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects on and as of such earlier date, and if they are not true and correct in all material respects (to the extent such representations and warranties are not otherwise qualified by reference to materiality, Material Adverse Effect or a dollar amount), the Administrative Agent or the Required Lenders shall have determined not to make any Loan or instructed the Issuing Bank not to issue Letters of Credit as a result of the fact that such representation or warranty that refers to a specific date, as of such specific date;is materially untrue or incorrect. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit continuing and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower Required Lenders shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect determined not to make such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or instructed the issuance, amendment, renewal or extension of Issuing Bank not to issue such Letter of Credit as required by Section 2.03a result of such Default. (c) After giving effect to any Borrowing or the issuance of any Letter of Credit, 2.04 or 2.05(b), as applicableAvailability is not less than zero. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan or provide a Letter of Credit Guarantee or to permit the Borrower to obtain any Loan (including, F/X Contract on the Effective Dateoccasion of any Borrowing, (including on the Initial Term Loansoccasions of the initial Borrowings hereunder), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of each such Loan or Borrowing (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, ) as to any if made on such date (except where such representation or warranty that refers to a specific different date, as of such specific date); (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or Borrowing (including the issuance, amendment, renewal or extension of such Letter of Credit, as applicable), no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated received a Borrowing Base Certificate demonstrating that Request in the Covered Debt Amount (after giving effect to such extension of credit manner and any Concurrent Transaction) shall not exceed within the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated time period required by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount2.3; and (d) except as may be otherwise agreed to from time to time by the Administrative Agent shall have received a request for and the Borrower in writing, after giving effect to the extension of credit requested to be made by the Borrower on such date, the aggregate Exposure will not exceed the lesser of (i) the Commitments, or (ii) an amount equal to the Borrowing or the Base. Each Borrowing, including each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the accuracy of the matters specified in paragraphs (a) and (b) above. This requirement does not apply on the preceding sentenceconversion or rollover of an existing Borrowing provided that the aggregate outstanding Borrowings will not be increased as a consequence thereof.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, and any conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans pursuant to Section 2.20, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such LoanBorrowing, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit or any conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans pursuant to Section 2.20, as applicable, or, as to any such representation or warranty applicable (other than representations and warranties that refers relate to a specific earlier date, so long as such representations and warranties were true and correct in all material respects as of such specific earlier date;). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan or the issuanceBorrowing, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by or any conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans pursuant to Section 2.03, 2.04 or 2.05(b)2.20, as applicable, no Default shall have occurred and be continuing. (c) In the case of Initial Term Loans made during the Delayed Funding Period, (i) the 9.00% Redemption shall be effected concurrently with the funding of such Initial Term Loans, on terms and pursuant to documentation reasonably satisfactory to the U.S. Administrative Agent, and (ii) the U.S. Administrative Agent shall be reasonably satisfied with the arrangements for the deposit of the proceeds of such Initial Term Loans with the trustee for the 9.00% Notes in order to effect the 9.00% Redemption. Each Borrowing (but not a continuation or conversion thereof) and Borrowing, each issuance, amendment, renewal or extension of a Letter of Credit and each conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Revolving Lender to make any a Revolving Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Revolving Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions:conditions (except as otherwise set forth in Section 2.18 and, with respect to clauses (b) and (c) below, subject to Section 1.08 in connection with any Limited Condition Acquisition to be funded with the proceeds of a FILO Tranche): (a) (i) The Administrative Agent shall have received, in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with Revolving Borrowing, a Specified PurchaseBorrowing Request as required by Section 2.03 or, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension the issuance of any a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.24(b), or, in the case of a Swingline Borrowing, the applicable Swingline Lender and the Administrative Agent shall have received a Swingline Borrowing request as required by Section 2.23(a). (b) The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a qualified by materiality qualifieror Material Adverse Effect, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date; , except to the extent such representations and warranties expressly relate to an earlier date (b) in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any Loan representations and warranties qualified by materiality or issuanceMaterial Adverse Effect, amendment, renewal or extension in all respects) as of any Letter of Credit such earlier date). (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at c) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03(other than an amendment, 2.04 extension or 2.05(brenewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable. Each , no Event of Default or Default shall have occurred and be continuing. (d) On the proposed date of such Borrowing, Excess Availability under the Facility for which a Borrowing Request or notice of request for Letter of Credit issuance has been delivered shall be adequate to cover the amount of such Borrowing or issuance. (but not a continuation e) If at the time of and immediately after giving effect to such Borrowing or conversion thereof) and each the issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, Specified Excess Availability is less than the greater of (a) 10% of the Total Maximum Borrowing Amount and (b) $72,000,000, then the Fixed Charge Coverage Ratio of the Borrower shall be deemed no lower than 1.00 to constitute 1.00 on a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentencePro Forma Basis.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term any Loan or Letter of Credit, the proceeds of which are or are intended to be used substantially concurrently to consummate the OBDE Merger, the Specified Representations (immediately after giving effect to the OBDE Merger and any Concurrent Transaction) and the OBDE Merger Agreement Representations (immediately prior to giving effect to the OBDE Merger and any Concurrent Transaction) shall be true and correct in all material respects on and as of the OBDE Merger Date, (ii) in the case of a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (iiiiiii ) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of any Loan or Letter of Credit, the proceeds of which are or are intended to be used substantially concurrently to consummate the OBDE Merger, no Event of Default under Section 7.01(a)(i) or (d)(i) (solely with respect to a breach of Section 6.07 on a pro forma basis), (i), (j), (k) or (n) shall have occurred and be continuing, (ii) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (iiiii ) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term a Loan made to pay the purchase price and related fees and expenses in connection with a Commitment Increase under the Term Commitments in connection with respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) ), which shall not exceed be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base after giving effect Certificate most recently delivered to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(lthe Administrative Agent), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing;, and (ii) no Protective Advance shall be outstanding (unless all or a portion of the proceeds of such Borrowing is contemporaneously used to pay any such Protective Advance in full). (c) either (i) the aggregate Covered Debt Amount (immediately Immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, Availability shall not be less than zero. (d) For any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit as during a period that is not a Monthly Reporting Activation Period, if the amount of such requested Borrowing or Letter of Credit is equal to or greater than $15,000,000, then the Borrower shall deliver an updated Borrowing Base Certificate to the Administrative Agent concurrently with the delivery of the applicable Borrowing Request or notice requesting the issuance of a Letter of Credit under Section 2.06(b); provided, that, if a Borrowing Base Certificate was delivered during the thirty (30) day period immediately prior to the date of such Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower shall not be required by Section 2.03, 2.04 or 2.05(b), as applicableto deliver an updated Borrowing Base Certificate under paragraph (d) of this Section. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)a Loan, and of each any Issuing Bank to issue, amend, extend or renew or extend any a Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) With respect to any credit event following the Effective Date, the representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except where such representations and warranties expressly relate to any such representation or warranty that refers to a specific an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such specific date;earlier date and (ii) with respect to any credit event on the Effective Date, (A) such of the representations made by or with respect to the Borrower, PD or their respective subsidiaries in the Merger Agreement as are material to the interests of the Lenders (but only to the extent that the Borrower has the right to terminate its obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement (determined without regard to any waiver, amendment or other modification of the Merger Agreement)) and (B) the Specified Representations shall be true and correct in all material respects on and as of the Effective Date. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension issuance of such Letter of Credit, as applicable, the Incurrence Test shall be satisfied and no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to any such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Revolving Borrowing or the issuance, amendment, renewal or extension issuance of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, the aggregate amount of unused commitments, if any, existing under the Restated Credit Agreement shall not exceed $5,000,000. Each Borrowing (but not making of a continuation or conversion thereof) Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and, if applicable, (c) of this Section.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans)Loan, and of each the agreement of the Issuing Bank to issueconsider issuing, amendamending, renew renewing or extend extending any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orexcept to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in the which case of any portion of the representations and warranties already subject to a materiality qualifier, it shall be true and correct in all respects, subject to such qualification) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transactioncredit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transactioncredit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), Loans or payment of other Indebtedness that is included in the Other Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Indebtedness. 93842062.2 Each Borrowing or the and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loansoccasion of any Borrowing (other than a conversion or continuation of an existing Loan), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Borrower set forth in this Agreement and the representations and warranties of the Guarantors set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Guaranty shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as applicable except to any such representation or warranty that refers the extent expressly relating to a specific an earlier date, in which case they shall be true and correct in all material respects as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, the total Revolving Credit Exposures shall not exceed the total Commitments. (d) On the Initial Funding Date, evidence satisfactory to the Administrative Agent that the Spin-Off has been consummated. (e) On the Initial Funding Date, the Administrative Agent (or its counsel) shall have received from the Guarantors (i) a counterpart of the Guaranty signed by the Guarantors or written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of the Guaranty from the Guarantors) that such party has signed a counterpart of the Guaranty, (ii) evidence satisfactory to the Administrative Agent that Brink’s Home Security, Inc. has been released from any and all liability, as guarantor, pledgor, grantor or otherwise, under that certain Credit Agreement dated as of August 11, 2006, among The Brink’s Company, certain subsidiary borrowers and guarantors referred to therein, the lenders party thereto, and Wachovia Bank, National Association, as administrative agent, in form and substance satisfactory to the Administrative Agent, and (iii) a written opinion (addressed to the Administrative Agent and the Lenders and dated as of the Initial Funding Date) of Fulbright & J▇▇▇▇▇▇▇ L.L.P., counsel for Brink’s Home Security, Inc., in form and substance satisfactory to the Administrative Agent, and covering such matters relating to the Guaranty signed by Brink’s Home Security, Inc. as the Administrative Agent shall reasonably request. Each Borrowing (but not other than a conversion or continuation or conversion thereofof an existing Loan) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of except that such materiality qualifier shall not be applicable to any portion of the representations and warranties that already subject to a are qualified or modified by materiality qualifier, true and correct in all respectsthe text thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit (i) U.S. Availability shall not be less than zero, (ii) Canadian Availability shall not be less than zero, and (iii) Aggregate Availability shall not be less than zero. (d) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, the Aggregate Revolving Exposure shall not exceed any applicable limitation under the terms of any Material Indebtedness (and if requested by the Administrative Agent the Borrower Representative shall have delivered to the Administrative Agent a certificate setting forth all appropriate calculations demonstrating compliance with this clause (d)). Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b), (c) and (d) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans), occasion of any Borrowing and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) (i) conditions and in the case of an Incremental Term Loan made in connection with being used to finance a Commitment Increase under the Term Commitments in connection with a Specified PurchaseLimited Condition Acquisition, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;Section 1.8: (ba) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuingexist; (cb) either (i) at the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. Each , all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), 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 a 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; (c) the Borrower shall have delivered the required Notice of Borrowing; (d) for any Borrowing of Delayed Draw Term Loans, after giving effect to such Borrowing on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Sections 5.1(a) or (but not b); and (e) if any Revolving Lender is a continuation Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or conversion thereof) and each the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality or Material Adverse Effect qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing;continuing and (ii) no Protective Advance shall be outstanding. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) The Consolidated Cash Balance on and as of the date of such Borrowing, including a Borrowing of Swingline Loans, or the date of the issuance, increase, or extension of such Letter of Credit, does not exceed the estimated two week cash needs of the Borrowers, as determined by the Borrower Representative in good faith, before and after giving effect to such Borrowing or to the issuance, increase, or extension of such Letter of Credit as required by Section 2.03, 2.04 and to the application of the proceeds therefrom on or 2.05(b), as applicablearound such date. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a), (b) or (d) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Revolving Lender to make any a Revolving Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Revolving Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The Agent shall have received, in the case of an Incremental Term Loan made a Revolving Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in connection accordance with a Commitment Increase under the Term Commitments in connection with a Specified Purchaselast paragraph of Section 2.03) or, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension the issuance of any a Letter of Credit, the applicable Issuing Bank and the Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.06(b) or, in the case of a Swingline Borrowing, the Swingline Lender and the Agent shall have received a Swingline Borrowing Request as required by Section 2.05(a). (b) The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a qualified by materiality qualifieror Material Adverse Effect, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date; , except to the extent such representations and warranties expressly relate to an earlier date (b) in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any Loan representations and warranties qualified by materiality or issuanceMaterial Adverse Effect, amendment, renewal or extension in all respects) as of any Letter of Credit such earlier date). (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at c) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03(other than an amendment, 2.04 extension or 2.05(brenewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) The Agent shall have received a certificate of a Responsible Officer of the Borrower Agent certifying compliance under the Senior Secured Note Indenture (or any agreement governing any Note Refinancing Debt). Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (b), (c) and (d).

Each Credit Event. The obligation obligations of (a) each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans), occasion of any Borrowing and of (b) each Issuing Bank to issue, amend, renew renew, reinstate or extend any Letter of Credit (it being understood that the conversion into or continuation of a Eurodollar Loan or, solely with respect to Section 4.02(a), the amendment, renewal, reinstatement or extension of a Letter of Credit does not constitute a Borrowing or the issuance of a Letter of Credit), is additionally are subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Loan Parties set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase this Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, Borrowing or (ii) in the case date of any other Loan or issuance, amendment, renewal or extension issuance of any such Letter of Credit, the as applicable, except that such representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents (A) that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date and (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, B) shall be true and correct in all respects) on and as of respects to the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to extent they are qualified by a specific date, as of such specific date;materiality standard. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal renewal, reinstatement or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal renewal, reinstatement or extension of any Letter of Credit, the Aggregate Revolving Exposure shall not exceed the (i) aggregate Revolving Commitments, or (ii) during a Borrowing Base Period, the lesser of (x) the Borrowing Base as in effect at such time and (y) the aggregate Revolving Commitments as in effect at such time. Each Borrowing and each issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as required by Section 2.03, 2.04 or 2.05(bto the matters specified in paragraphs (a), as applicable(b) and (c) of this Section 4.02. Each Borrowing (but not a continuation or conversion thereof) and each issuanceamendment, renewal renewal, reinstatement or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (b) and (c) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Credit Parties set forth in the case of an Incremental Term Loan made Credit Documents (other than those set forth in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisitionSections 3.04(d) and 3.06 on any date other than the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisitionEffective Date) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) On the aggregate Covered Debt Amount (immediately after giving effect to such extension date of credit and any Concurrent Transaction) Borrowing hereunder, there shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered be a ratable borrowing made to the Administrative Agent or Borrower on such date by the lenders under the Facility A Agreement in accordance with the terms thereof. (iid) On the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension date of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization issuance of Letters of Credit as contemplated hereunder, there shall be a ratable issuance of letters of credit on such date by Section 2.05(l), or payment the issuing bank under the Facility A Agreement in accordance with the terms thereof. On the date of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, any amendment, renewal or extension of such any Letter of Credit as required by Section 2.03hereunder, 2.04 there shall be a conforming amendment, renewal or 2.05(b), as applicableextension of the corresponding Letter of Credit issued under the Facility A Agreement. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal amendment, renewal, or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the applicable matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) the total Revolving Credit Exposures shall not exceed the Loan Limit. (b) The representations and warranties of the Borrower and its Subsidiaries set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any representation or warranty that is qualified by “material” or “Material Adverse Effect” references therein, such representation or warranty that refers to a specific dateshall be true and correct in all respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (c) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit and related Letter of Credit Agreement in accordance with Section 2.07(b), as applicable. (d) Prior to the Covenant Changeover Date, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that attached thereto is an updated Budget as of the date of such specific date; (b) in the case of any Loan Borrowing or issuance, amendment, renewal or extension of any such Letter of Credit Credit, as applicable (or certifying that the Budget most recently delivered pursuant to this Agreement has not changed since the date of delivery thereof); (ii) that the cumulative Capital Expenditures actually made by the Borrower and the Restricted Subsidiaries for the Subject Project during the period from and including the Effective Date through and including the date of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, do not exceed 115% of the budgeted cumulative Capital Expenditures for the Subject Project as of the most recently ended calendar month, as set forth in the most recently delivered Budget hereunder (excluding the amount of any Capital Expenditures funded solely with the proceeds of any issuance of the Borrower’s Equity Interests (other than an Incremental Term Loan made Disqualified Capital Stock), to the extent that the Borrower delivers evidence thereof in connection with a Commitment Increase under form and substance reasonably satisfactory to the Term Commitments Administrative Agent); and (iii) as to the anticipated Capital Expenditures to be funded in connection with a Specified Purchase)part by such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, which Capital Expenditures shall be contemplated by the Budget attached thereto. (e) During the period from and including the Effective Date to but excluding the Covenant Changeover Date, at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default the Borrower shall have occurred and be continuing; (c) either (i) in pro forma compliance with the aggregate Covered Debt Amount (immediately financial covenant set forth in Section 9.01(a), calculated in a manner reasonably acceptable to the Administrative Agent after giving effect to such extension Borrowing, which financial covenant shall be recomputed on such date using (x) Consolidated Total Indebtedness outstanding on such date and (y) Consolidated Total Capitalization as of credit such date (and any Concurrent Transaction) the Borrower shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered have provided to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance therewith and certifying that the Covered Debt Amount (after giving effect to attached thereto is supporting detail for such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(lcalculations), or payment of other Indebtedness that is included in the Covered Debt Amount; and. (df) Prior to the initial funding hereunder, the Administrative Agent shall have received from each party thereto, duly executed counterparts of a Control Agreement with respect to each Commodity Account, Deposit Account and Securities Account listed on Schedule 7.30. Each request for the a Borrowing or and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSections 6.02(a), (b), and (e).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans), occasion of any Borrowing and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) (i) conditions and in the case of an Incremental Term Loan made in connection with being used to finance a Commitment Increase under the Term Commitments in connection with a Specified PurchaseLimited Condition Acquisition, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;Section 1.8: (ba) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuingexist; (cb) either (i) at the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. Each , all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), 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 a 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; (c) the Borrower shall have delivered the required Notice of Borrowing; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing (but not of a continuation Swingline Loan or conversion thereof) and each the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transactioncredit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transactioncredit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l)), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Applicable Tranche A Lender to make any a Tranche A Revolving Loan (including, on the Effective Date, occasion of any Revolving Borrowing to the Initial Term Loans)Borrowers within a Borrower Group, and of each any Applicable Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit for the account of any Borrower within a Borrower Group, and of each Applicable Tranche B Lender to make a Tranche B Loan (other than the initial Tranche B Loans made on the Tranche B Effective Date) on the Effective Date or thereafter, is additionally subject to the satisfaction of the following conditions: (a) (i) The Agent shall have received, in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Revolving Loan, a Borrowing Request as required by Section 2.03 (or (iia Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of any other Loan or issuance, amendment, renewal or extension the issuance of any a Letter of Credit, the Applicable Issuing Bank and the Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.06(b) or, in the case of a Swingline Loan, the Applicable Swingline Lender and the Agent shall have received a Swingline Borrowing Request as required by Section 2.05(a). (b) The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a qualified by materiality qualifieror Material Adverse Effect, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date; , except to the extent such representations and warranties expressly relate to an earlier date (b) in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any Loan representations and warranties qualified by materiality or issuanceMaterial Adverse Effect, amendment, renewal or extension in all respects) as of any Letter of Credit such earlier date). (other than an Incremental Term Loan made in connection with a Commitment Increase under c) After the Term Commitments in connection with a Specified Purchase)Effective Date, at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03(other than an amendment, 2.04 extension or 2.05(brenewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to the proposed Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, (i) the aggregate U.S. Revolving Exposures would not exceed the lesser of the U.S. Revolving Commitments and the U.S. Borrowing Base, and (ii) the aggregate Canadian Revolving Exposures would not exceed the lesser of the Canadian Revolving Commitments and the Canadian Borrowing Base, and (iii) the aggregate Tranche B Exposures would not exceed the lesser of the Tranche B Commitments and the Tranche B Borrowing Base. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (b), (c) and (d).

Each Credit Event. The obligation of each the Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Borrowers set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase this Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific datebe true and correct in all material respects only as of such specified date or, if applicable, as of such specific date;the date of the most recent updated schedule delivered pursuant to Section 5.01(o), and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit Credit, Availability is not less than zero. (d) If after giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability will be less than $10,000,000, the Lender shall have received a Borrowing Base Certificate and all other reports and information required to be delivered pursuant to Section 5.01(g) and (h) as required by Section 2.03of a date that is no earlier than 30 days prior to the proposed date of such Borrowing or the proposed date of such issuance, 2.04 amendment, renewal or 2.05(b), as applicableextension of any Letter of Credit. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing;continuing and (ii) no Protective Advance shall be outstanding. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (e) The Consolidated Cash Balance on and as of the date of such Borrowing, Swingline Loan or the date of the issuance, increase, or extension of such Letter of Credit as required does not exceed the amount necessary to satisfy current liabilities incurred by Section 2.03the Loan Parties in the ordinary course of their business before and after giving effect to such Borrowing, 2.04 Swingline Loan or 2.05(b)to the issuance, as applicableincrease, or extension of such Letter of Credit and to the application of the proceeds therefrom on or around such date, but in any event, not to exceed two Business Days after such date. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c), (d) and (e) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower set forth in this Agreement and of each Loan Party contained in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept that for purposes of this Section 4.2, as the representations and warranties contained in Section 3.4(a) shall be deemed to any such representation or warranty that refers refer to a specific datethe most recent annual and quarterly financial statements furnished pursuant to Sections 5.1(a) and (b), as of such specific date;respectively. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either The Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (id) The Borrower and its Subsidiaries shall be in pro forma compliance with the aggregate Covered Debt Amount financial covenants set forth in Section 6.1(a), based on the most recent financial statements delivered pursuant to Section 5.1(a) or (immediately b) after giving effect to any Indebtedness (including such extension requested loan or letter of credit credit), incurred or repaid after the date of such financial statements). At the request of the Administrative Agent, the Borrower will deliver a certificate demonstrating such compliance in such detail, form and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered substance as is reasonably satisfactory to the Administrative Agent or Agent. (iie) By requesting any Borrowing hereunder at any time when the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount outstanding amount of all Loans and Letters of Credit hereunder is greater than $25,000,000 (after giving effect to such extension of credit Borrowing and any Concurrent Transactionrepayment of Loans to be made hereunder simultaneously with such Borrowing), the Borrower hereby represents and warrants that the proceeds of such Borrowing are being used for specific corporate purposes (including operating expenses, acquisitions and capital expenditures) and not for holding as cash, cash equivalents or similar investments. (f) In the case of a Borrowing to be denominated in an Alternative Currency, there shall not exceed the Borrowing Base after giving effect to such extension of credit as well as have occurred any concurrent acquisitions of Portfolio Investments change in national or payment of outstanding Loansinternational financial, cash collateralization of Letters of Credit as contemplated by Section 2.05(l)political or economic conditions or currency exchange rates or exchange controls which, or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) reasonable opinion of the Administrative Agent shall have received a request for the Borrowing or the Required Lenders, would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b), (d) and (e) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The Borrower shall have submitted a Borrowing Request in accordance with Section 2.05 or a request for the case issuance of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of CreditCredit in accordance with Section 2.07, the as applicable. (b) The representations and warranties of the Borrower each Credit Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case without duplication of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respectsqualifier contained therein) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as applicable except to any the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, in which case they shall be true and correct as of such specific earlier date;. (bc) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default Material Adverse Effect shall have occurred and be continuing;. (cd) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, the Consolidated Cash Balance shall not exceed the Consolidated Cash Balance Limit; provided, that uses of the cash proceeds of such Borrowings certified by a Responsible Officer of the Borrower to be applied within five (5) Business Days of such Borrowing shall not be included in the Consolidated Cash Balance for the purpose of satisfying this condition in Section 5.02(d); provided, further, that to the extent such cash proceeds are not actually applied as certified within such five (5) Business Day period, the Administrative Agent may deduct the amount of such Borrowing in violation of the condition in Section 5.02(d) from one or more Cash Collateral Accounts of the Credit Parties. (e) The Interim DIP Order and the Final Order, as applicable, shall be in full force and not subject to a stay. (f) The Borrower shall not be in default of the Sale Milestone. (g) The Lenders shall have received all fees and other amounts due and payable on or prior to the date of such Borrowing, and, to the extent invoiced at least four (4) Business Days prior to the date of such Borrowing, reimbursement or payment of all out-of-pocket reasonable and documented expenses required to be reimbursed or paid by the Borrower hereunder, including all fees, expenses and disbursements of counsel for each Lender to the extent invoiced at least four (4) Business Days prior to the date of such Borrowing. (h) With respect to any Borrowing on or after entry of the Final DIP Order in accordance with the terms of this Agreement, the Lenders shall have received a supplement to the Budget consisting of financial projections of the Borrower and its Consolidated Subsidiaries for the 2019 fiscal year consisting of monthly projections for the thirteenth through eighteenth months after the Effective Date. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (b), (c), (d), (e), (f), (g) and, if applicable, (h) of this Section.

Each Credit Event. The obligation of each Lender to ------------------ make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation or warranty that refers representations and warranties expressly relate to a specific an earlier date, in which case such representations and warranties, shall, to such extent, be true and correct as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either On the date of such Borrowing, no Material GWI Occupancy is continuing. (d) No default shall have occurred and be continuing under the Supply Agreement (i) that enables or permits GWI to terminate the aggregate Covered Debt Amount (immediately Supply Agreement, if at the time the Guaranteed Revenues that are to be paid after giving effect to such extension of credit and any Concurrent Transaction) shall not date exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent $50,000,000, or (ii) that enables or permits the Borrower shall have delivered an updated to terminate the Supply Agreement, if at the time the Guaranteed Revenues that are to be paid after such date exceed $50,000,000, and GWI has not paid in excess of $25,000,000 due and owed to the Borrower under the Supply Agreement. Each Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Catalytica and the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Dateoccasion of any Borrowing, of the Initial Term Loans)Swingline Lender to make a Swingline Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally and any reallocation of a Defaulting Lender’s participation in LC Exposure and Swingline Loans as provided in Section 2.21, shall be subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in except that such materiality qualifier shall not be applicable to the case of extent that any portion of the representations and warranties already subject to a are qualified or modified by materiality qualifier, true and correct in all respectsthe text thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit or such reallocation, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any such representation representations and warranties already are qualified or warranty that refers to a specific date, modified by materiality in the text thereof) as of such specific specified earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, or such reallocation, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either With respect to any Revolving Borrowing requested at any time prior to the termination of the Non-Extended Facility, immediately prior to and immediately after giving effect to such Revolving Borrowing, there shall be no unused commitments to advance loans under the Non-Extended Facility; provided that this clause (ic) shall not apply to the issuance, amendment, renewal, or extension of Letters of Credit or the making of Swingline Loans under this Agreement. (d) With respect to any Borrowing, if the aggregate Covered Debt Amount amount of Available Cash would exceed $500,000,000 after giving effect to such Borrowing and any other transactions occurring prior to or substantially simultaneously with such Borrowing, but excluding the effect of any other transactions that have not occurred prior to or substantially simultaneously with such Borrowing, then the applicable Borrower shall have delivered to the Administrative Agent a Use of Proceeds Certificate with respect to such Borrowing, which certificate shall include, among other items, a certification from such Borrower (A) as to the proposed use of the proceeds of such Borrowing, which shall be a purpose permitted by Section 5.08, and (B) that the proceeds of such Borrowing shall be used within five Business Days after the making of such Borrowing for such specified purpose, or will otherwise be repaid to the extent required pursuant to Section 2.11(c). (e) With respect to any Borrowing or issuance, amendment, renewal, or extension of any Letter of Credit requested by the US Borrower, the US Borrower shall be in Pro Forma Compliance with the US Sub-Facility Limit immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected application of proceeds and other transactions occurring on the Borrowing Base same date (as demonstrated in a duly executed Compliance Certificate most recently with respect to the US Sub-Facility Limit dated as of the date of such requested credit extension and delivered by the US Borrower to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(lAgent), or payment of other Indebtedness that is included in the Covered Debt Amount; and. (df) the The Administrative Agent shall have received a request for Borrowing Request in accordance with Section 2.04. Each of the Borrowing or giving of the applicable Notice of Borrowing, the acceptance by a Borrower of the proceeds of such Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b)and the reallocation of such Defaulting Lender’s participation in the LC Exposure and Swingline Loans, as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the applicable matters specified in the preceding sentenceparagraphs (a) through (f) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, though made on and as of such specific date; (b) in , other than any such representations or warranties that by their terms refer to a date other than the case date of any Loan or such Borrowing, issuance, amendment, renewal or extension extension, in which case such representations and warranties shall be true and correct as of any Letter of Credit such other date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension of credit and any Concurrent TransactionBorrowing, the Existing Lenders' "Total Exposure" (as such term is defined in the Amended Existing Credit Agreement) shall not exceed be less than the Borrowing Base reflected on lesser of (i) the Borrowing Base Certificate most recently delivered to the Administrative Agent or Existing Revolving Commitments at such time and (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to as such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that term is included defined in the Covered Debt Amount; andAmended Existing Credit Agreement) in effect at such time. (d) At the Administrative Agent time of such Borrowing, no "Purchaser Bankruptcy Event of Default" as such term is defined in the Credit Enhancement Agreements) shall have received a request for the occurred. Each Borrowing or the and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower each Transaction Party on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing;, and (ii) no Protective Advance shall be outstanding (unless all or a portion of the proceeds of such Borrowing is contemporaneously used to pay any such Protective Advance in full). (c) either (i) the aggregate Covered Debt Amount (immediately Immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 Availability shall not be less than zero. (d) For any Borrowing or 2.05(b)the issuance, as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuanceamendment, renewal or extension of any Letter of Credit during a period that is not a Monthly Reporting Activation Period, if the amount of such requested Borrowing or Letter of Credit is equal to or greater than $15,000,000, then the Borrower shall deliver an updated Borrowing Base Certificate to the Administrative Agent concurrently with the delivery of the applicable Borrowing Request or notice requesting the issuance of a Letter of Credit shall be deemed under Section 2.06(b); provided, that, if a Borrowing Base Certificate was delivered during the thirty (30) day period immediately prior to constitute a representation and warranty by the date of such Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower on the date thereof as shall not be required to the matters specified in the preceding sentencedeliver an updated Borrowing Base Certificate under paragraph (d) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Dateoccasion of any Borrowing, of the Initial Term Loans)Swingline Lender to make a Swingline Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally and any reallocation of a Defaulting Lender’s participation in LC Exposure and Swingline Loans as provided in Section 2.21, shall be subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in except that such materiality qualifier shall not be applicable to the case of extent that any portion of the representations and warranties already subject to a are qualified or modified by materiality qualifier, true and correct in all respectsthe text thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit or such reallocation, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any such representation representations and warranties already are qualified or warranty that refers to a specific date, modified by materiality in the text thereof) as of such specific specified earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, or such reallocation, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the The Administrative Agent shall have received a request for Borrowing Request in accordance with Section 2.04. Each of the Borrowing or giving of the applicable Notice of Borrowing, the acceptance by the Borrower of the proceeds of such Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b)and the reallocation of such Defaulting Lender’s participation in the LC Exposure and Swingline Loans, as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing or of the Initial Term Loans), and of each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (each such obligation, a “Credit Event”), is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after After giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date funding of such Loan, Loan (or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit), there shall exist no Default or Event of Default under the Loan Documents. (b) The representations and warranties of the Borrower set forth in this Agreement and Loan Parties in the other Loan Documents shall be true and correct in all material respects (orother than any such representation and warranty that by its terms refers to a specified earlier date, in the case of any portion of the representations and warranties already subject to a materiality qualifierwhich case, true and correct in all respects) on and as of the date of such Loan or extension of Letter of Credit, such representation and warranty shall continue to be true and correct in all material respects as of such specified earlier date). (c) The making of such Loan (or the date of issuance, amendment, renewal or extension of such any Letter of Credit) shall not violate any Governmental Requirement and shall not be enjoined, temporarily, preliminarily or permanently. (i) During the Interim Period, the Interim Order shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Majority Lenders or (ii) for any Credit Event occurring on or after the Final Order Entry Deadline, the Final Order, shall have been entered by the Bankruptcy Court and shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Majority Lenders. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable, or, as to any . Each request for such representation Borrowing or warranty that refers to a specific date, as of such specific date; (b) in for the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSections 6.02(a) through (d).