Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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), (b) and (c).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, on the applicable Credit Date (other than the Restatement Date), is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.; (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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, on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto) except to the extent 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 and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than delivered the Excess Cash Threshold.required Notice of Borrowing; (d) The receipt if a request is made by the Borrower for the issuance of a Letter of Credit, the Administrative Agent shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or Required Lenders; provided that any such additional documents, certificates or information may be required only if the circumstances reasonably support such request by the Administrative Agent or Required Lenders, as applicable; and (e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing Request in accordance with Section 2.03 of a Swingline Loan or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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 Section 6.02(a), paragraphs (a) and (b) and (c)of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan or Issuing Bank to issue any Letter of Credit, as applicable, on the occasion of any Borrowing (including other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Eurodollar Loan following the initial fundingexpiration of the applicable Interest Period), and or the obligation of each Issuing Bank to issue, amend, renew extend the maturity or extend increase the face amount of any Letter of CreditCredit on the date of any such extension or increase, and the effectiveness of any Commitment Increase pursuant to Section 2.19 or any extension of the Maturity Date pursuant to Section 2.20, is subject to the satisfaction of the following conditionscondition: (a) At the time of The Administrative Agent shall have received a fully executed and immediately after giving effect to such delivered Borrowing Request or the issuance, amendment, renewal or extension of such Letter of CreditIssuance Notice and Application, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.the case may be; (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those other than to the extent qualified by materiality or “Material Adverse Effect”, in which have a materiality qualifiercase, which such representations and warranties shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing Borrowing, Commitment Increase, increase or the date of issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.1 and (ii) to the extent any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects as of such earlier date (except for those other than to the extent qualified by materiality or “Material Adverse Effect”, in which have a materiality qualifiercase, which such representations and warranties shall be true and correct in all respects as so qualified) as of such specified earlier date.respects); (c) At the time of and immediately after giving effect to such Borrowing Borrowing, Commitment Increase, increase or the issuanceextension, amendmentas applicable, renewal no Default or extension Event of Default shall have occurred and be continuing; and (d) After giving effect to such Letter of CreditBorrowing, Commitment Increase, increase or extension, as applicable, the Borrower and its Restricted Subsidiaries Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, shall not have Excess Cash in an amount greater than exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with maximum Consolidated Total Leverage Ratio permitted under Section 2.03 or a request 6.12 for a Letter of Credit in accordance with Section 2.08(b), as applicablesuch period. Each request for a Borrowing Borrowing, extension, increase, Commitment Increase and each request for the issuance, amendment, renewal or extension of any Letter of Credit the Maturity Date shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in Section 6.02(aparagraphs (b), (bc) and (c)d) of this Section have been satisfied as of the date thereof.

Each Credit Event. The obligation of each Applicable Lender to make a Revolving Loan on the occasion of any Revolving Borrowing (including to the initial funding)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, is subject to the satisfaction of the following conditions: (a) At The Agent shall have received, in the time case of a Revolving Loan, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the Applicable Issuing Bank and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension Agent shall have received a notice requesting the issuance of such Letter of CreditCredit as required by Section 2.06(b) or, as applicablein the case of a Swingline Loan, no Default, Event of Default or Borrowing Base Deficiency the Applicable Swingline Lender and the Agent shall have occurred and be continuingreceived a Swingline Borrowing Request as required by Section 2.05(a). (b) Each of the The representations and warranties of the Borrower and the Guarantors, Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (except for those which have a or, in the case of any representations and warranties qualified by materiality qualifieror Material Adverse Effect, which shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent any such representations and warranties are expressly limited relate to an earlier date, 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, case such representations and warranties shall continue to be true and correct in all material respects (except for those which have a or, in the case of any representations and warranties qualified by materiality qualifieror Material Adverse Effect, which shall be true and correct in all respects as so qualifiedrespects) as of such specified earlier date). (c) At After the Effective Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, the Borrower no Event of Default or Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe continuing. (d) The receipt by After giving effect to the Administrative Agent of a proposed Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 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. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (b), (bc) and (cd).

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingexclusive of continuations and conversions of a Borrowing), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (ai) The representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) 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 (other than those representations and warranties that expressly relate to a specific earlier date, which shall be true and correct in all material respects as of such earlier date). (ii) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. . Each Borrowing (bexclusive of continuations and conversations of a Borrowing) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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), paragraphs (i) and (ii) of this Section. (b) In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing Bank will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless the Issuing Bank is satisfied that any exposure that would result therefrom is fully covered or eliminated by any combination satisfactory to the Issuing Bank of the following: (i) in the case of a Defaulting Lender, the LC Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the Non-Defaulting Lenders as provided in clause (i) of Section 2.21(a); (ii) in the case of a Defaulting Lender, without limiting the provisions of Section 2.21(b), the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Letter of Credit in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit, or makes other arrangements satisfactory to the Administrative Agent and the Issuing Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) in the case of a Defaulting Lender, then in the case of a proposed issuance of a Letter of Credit, by an instrument or instruments in form and substance satisfactory to the Administrative Agent and to the Issuing Bank, the Borrower agrees that the face amount of such requested Letter of Credit will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such Letter of Credit will, subject to the first proviso below, be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.18 will be deemed adjusted to reflect this provision; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure and total LC Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender, and (c)b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except as to any representation or warranty qualified as to materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except, to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and if they are not true and correct 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 is untrue or incorrect. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower continuing and the Guarantors, set forth in this Agreement and in Administrative Agent or the other Loan Documents Required Lenders shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of determined not to make such Borrowing or instructed the date of issuance, amendment, renewal or extension of Issuing Bank not to issue such Letter of Credit, 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 a result of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier dateDefault. (c) At the time of and immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall Availability is not have Excess Cash in an amount greater less than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicablezero. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) and (c)) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the 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 a Loan on the occasion of any Borrowing (including the initial fundingother 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 subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries Aggregate Revolving Total Exposure shall not have Excess Cash in an exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount greater than the Excess Cash Threshold. (d) The receipt by the Administrative Agent thereof, renewal or extension of a Borrowing Request in accordance with Section 2.03 or a request for a any Letter of Credit Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in accordance with Section 2.08(bparagraphs (a), as applicable. Each request for a Borrowing (b) and each request for the (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of any 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 Section 6.02(a)2.01, (b2.04(a) and (cor 2.06(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is are each subject to receipt of the Borrower’s request therefor in accordance herewith and to the satisfaction of the following conditions:conditions (provided that, on the Closing Date, only the conditions in paragraphs (a) and (d) of this Section must be satisfied): (a) At The representations and warranties of each Credit Party set forth in the Financing Documents shall be true and correct (or, following the Closing Date, true and correct in all material respects (it being understood that any representation and warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided that those representations and warranties that speak only of a specific date shall only speak as of such date; provided further that notwithstanding the foregoing, the only representations and warranties of each Credit Party that shall be required to be true and correct on and as of the Closing Date shall be those set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.10, 3.15, 3.18, 3.22 and 3.23. (b) Following the Closing Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (bc) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and Except in the other Loan Documents case of Loans made on the Closing Date, the Agent shall be true and correct in all material respects (except for those which have received a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of Borrowing Base Certificate dated no more than 31 days prior to the date extension of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (cd) At the time of and immediately The total Credit Exposures, after giving effect to such extension of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash exceed the lesser of (x) the aggregate Commitments then in an amount greater than effect and (y) the Excess Cash Threshold. (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 in accordance with Section 2.08(b), Base as applicablemost recently certified. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) and (c)d) of this Section.

Each Credit Event. The After the Effective Date, the obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than any initial Borrowing under any First Lien Incremental Facility, is subject to receipt of the request therefor in accordance herewith to the satisfaction of the following conditions:conditions (other than in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, which shall be subject to such conditions as of the LCT Test Date as provided in Section 1.06): (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, each Loan Party set forth in this Agreement and the First Lien Loan Documents (or in the other Loan Documents case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction, customary specified representations) shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, except in each case, to the extent any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects (except for those which have a materiality qualifieras of such earlier date; provided further that, which in each case, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects as so qualified) as on the date of such specified credit extension or on such earlier date., as the case may be; and (cb) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing (or, in the Borrower case of any Borrowing under any Incremental Facility incurred in connection with a Permitted Acquisition or an Investment not prohibited by Section 6.04, no Specified Event of Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. be continuing). Each Borrowing (d) The receipt by the Administrative Agent provided that a conversion or a continuation of a Borrowing Request in accordance with shall not constitute a “Borrowing” for purposes of this Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b4.02), as applicable. Each request for other than a Borrowing under any First Lien Incremental Facility, and each request for the issuance, amendment, renewal or extension of any 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 Section 6.02(a), paragraphs (a) and (b) and of this Section 4.02 (cwhich deemed representation, in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, shall be as of the LCT Test Date).

Each Credit Event. The obligation of each Lender Each Credit Event and any credit extension pursuant to make a Loan on the occasion of any Borrowing (including the initial funding), and of each Issuing Bank to issue, amend, renew Sections 2.22 or extend any Letter of Credit, 2.23 is subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditionsconditions on the date of such Credit Event: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency The Administrative Agent shall have occurred and be continuing.received a Borrowing Request as required by Section 2.03; (b) Each of the The applicable representations and warranties of each Loan Party which is a party to any Loan Document on the Borrower and the Guarantors, set forth date of such Credit Event which are contained in (i) Article III of this Agreement and in the or (ii) any other Loan Documents Document in effect on the date of such Credit Event shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuanceCredit Event; provided, amendmentthat, renewal or extension of such Letter of Credit, as applicable, except to the extent any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects (except for those which have a materiality qualifieras of such earlier date; provided, which further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects as so qualified) as on such date of such specified Credit Event or such earlier date., as applicable; (c) At the time of and immediately after giving effect such Credit Event no Event of Default or Default shall have occurred and be continuing; (d) After the Closing Date, (i) no Subsidiary shall have been designated as an Unrestricted Subsidiary, and (ii) no Indebtedness, Liens, Investments or Restricted Payments shall have been incurred or made after the Closing Date in reliance on any of the Shut-Off Baskets (other than Indebtedness (and Liens securing such Indebtedness) the Net Proceeds of which are used to such Borrowing reduce the Term Loan Commitments or the issuanceprepay Term Loans in accordance with Sections 2.08(a) and 2.11(b), amendment, renewal or extension of such Letter of Creditas applicable); and (e) The Agents and Arranger, as applicable, shall have received all fees due and payable thereto or to any Lender on or prior to the Borrower date of such Credit Event and, to the extent invoiced at least three (3) Business Days prior to the date of such Credit Event, reimbursement or payment of all reasonable and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. documented out-of-pocket expenses (d) The receipt by including reasonable and documented fees, charges and disbursements of counsel to 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(band the Arranger), as applicable. Each request for a Borrowing and in each request for the issuancecase, amendment, renewal required to be reimbursed or extension of any Letter of Credit shall be deemed to constitute a representation and warranty paid by the Borrower Loan Parties hereunder under this Agreement on or prior to the date thereof as to the matters specified in Section 6.02(a), (b) and (c)of such Credit Event.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions, in each case, subject to the Incremental Funds Certain Provision, as applicable: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.exist; (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than delivered the Excess Cash Threshold.required Notice of Borrowing; and (d) The receipt if any Revolving Lender is a Defaulting Lender at the time of any request by the Administrative Agent Borrower of a Borrowing Request in accordance with Section 2.03 of a Swingline Loan or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, neither of the Issuing Banks will be required to issue, amend, renew or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or 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 Section 6.02(a), clauses (a) and (b) and (c)of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (provided that such materiality qualifications shall not apply in respect of any Borrowing and issuance or deemed issuance of a Letter of Credit under this Agreement on the Effective Date) with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that (i) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, (ii) any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects, (iii) any representation or warranty which is no longer true and correct to the extent resulting from changes after the Effective Date from any actions, sales, mergers, acquisitions, dispositions or other transactions permitted under this Agreement shall have been updated by delivery by the Company to the Administrative Agent of updated disclosure schedules reflecting such changes upon the request of the Administrative Agent, not more frequently than quarterly and (iv) any representation or warranty in Section 3.15 which is no longer true and correct to the extent resulting from changes after the Effective Date from any actions, sales, mergers, acquisitions, dispositions or other transactions permitted under this Agreement shall have been updated by delivery by the Company to the Administrative Agent of an updated Schedule 3.15 reflecting such changes); (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.; and (c) At the time of and immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries Borrowers shall not have Excess Cash be in an amount greater than compliance with the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicableRevolving Exposure Limitations. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 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 Section 6.02(aparagraphs (a), (b) ), and (c)) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of the Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank Banks to issue, amend, renew review or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of 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 any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects as of such earlier date and (except for those which have a iii) to the extent that such representations and warranties are already qualified or modified by materiality qualifieror words of similar effect in the text thereof, which they shall be true and correct in all respects as so qualified) as of such specified earlier daterespects. (cb) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, the Borrower no Default or Event of Default shall have occurred and its Restricted Subsidiaries be continuing. (c) The Administrative Agent shall not have Excess Cash in an amount greater than the Excess Cash Thresholdreceived a Borrowing Request. (d) The receipt Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the Administrative Agent case of a Borrowing Request in accordance with Section 2.03 any Borrowing, or a request for issuance, amendment, extension or increase of a Letter of Credit in accordance with Section 2.08(b)occurring on or after the Amendment No. 5 Effective Date, as applicable. Each request for a Borrowing at the time of and each request for the immediately after giving effect to such Borrowing, or issuance, amendment, renewal extension or extension increase of any a Letter of Credit Credit, as applicable, Liquidity shall not be less than $1,500,000,000. Each Borrowing or issuance, amendment, extension or increase of a Letter of Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in Section 6.02(a), paragraphs (a) and (b) and (c)of this Section 4.02 have been satisfied as of the date thereof.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother than a conversion or continuation of an outstanding Borrowing and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e), ) and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit), is shall be subject to the satisfaction of the following conditions: (ai) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of Goodyear, the European J.V. and each other Borrower and the Guarantors, set forth in this Agreement and in the other Loan Credit Documents shall be true (insofar as the representations and correct warranties in all material respects (except such other Credit Documents relate to the transactions provided for those which have a materiality qualifier, which herein or to the Collateral securing the Obligations) shall be true and correct in all respects as so qualified) material to the rights or interests of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, with the same effect as though made on and as of such date, except to the extent any such representations and warranties are expressly limited relate to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (cii) At the time of and immediately after giving effect to such Borrowing no Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower (b) shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe continuing. (db) The receipt by obligation of the Administrative Agent of Swingline Lender to make a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for Swingline Loan on the issuance, amendment, renewal or extension occasion of any Letter of Credit shall be deemed Borrowing to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a), (b) and (c).reimburse an LC Disbursement made pursuant to

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)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) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifieror, which shall be in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier specific date.; (cb) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; and (c) either (i) the Borrower and its Restricted Subsidiaries aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not have Excess Cash in an amount greater than exceed the Excess Cash Threshold. (d) The receipt by 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 a credit) shall not exceed the Borrowing Request in accordance with Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b6.01(g), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a), (b) and (c)the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Eurodollar Loan following the initial fundingexpiration of the applicable Interest Period), and of each the applicable Issuing Bank to issue, amend, renew or extend any Letter of Credit, and the effectiveness of any Commitment Increase pursuant to Section 2.18 (subject to the provisions of Section 1.04 in the case of any Commitment Increase for use in a Limited Condition Transaction) or any extension of the Maturity Date pursuant to Section 2.20 (each of the foregoing, a “Credit Extension”), is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of 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 any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects as of such earlier date and (except for those which have a iii) to the extent that such representations and warranties are already qualified or modified by materiality qualifierin the text thereof, which they shall be true and correct in all respects as so qualifiedrespects; (b) as At the time of and immediately after giving effect to such specified earlier date.Credit Extension, no Default shall have occurred and be continuing; and (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, the Borrower would be in compliance with the financial covenant set forth in Section 6.09 whether or not such covenant would otherwise be tested on and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than as of the Excess Cash Threshold. (d) The receipt by the Administrative Agent date of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of such Credit in accordance with Section 2.08(b), as applicableExtension. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit Extension shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in Section 6.02(a), paragraphs (a) and (b) and (c)of this Section have been satisfied as of the date thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.exist; (b) Each at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of the Borrower and the Guarantors, each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for other than those representations and warranties that are expressly qualified by an Material Adverse Effect or other materiality, in which have a materiality qualifier, which case such representations and warranties shall be true and correct in all respects as so qualified) respects), on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable, in each case before and after giving effect thereto except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.; and (c) At the Borrower shall have delivered the required Notice of Borrowing. In addition to the other conditions precedent herein set forth, if any Revolving Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 by any combination satisfactory to the Issuing Bank or the Swingline Lender, as the case may be, of the following: (i) in the case of a Defaulting Lender, the LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the Non-Defaulting Lenders as provided in Section 2.26(a)(1); and (ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.26(a)(2), the Borrower and Cash Collateralizes its Restricted Subsidiaries shall not have Excess Cash reimbursement obligations in respect of such Letter of Credit or Swingline Loan in an amount greater than at least equal to the Excess Cash Threshold. aggregate amount of the unreallocated obligations (dcontingent or otherwise) The receipt by the Administrative Agent of a Borrowing Request such Defaulting Lender or Potential Defaulting Lender in accordance with Section 2.03 or a request for a respect of such Letter of Credit in accordance with Section 2.08(b)or Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender, as applicablethe case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided, however, that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender. Each request for a Borrowing and each request for the issuance, amendment, extension or 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 Section 6.02(aparagraphs (a), (b) and (c)) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.exist; (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than delivered the Excess Cash Threshold.required Notice of Borrowing; and (d) The receipt if any Revolving Lender is a Defaulting Lender at the time of any request by the Administrative Agent Borrower of a Borrowing Request in accordance with Section 2.03 of a Swingline Loan or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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 Section 6.02(a), paragraphs (a) and (b) and (c)of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a any Loan (other than the Loans made on the occasion of any Borrowing (including the initial fundingEffective Date), and of each the Issuing Bank Lender to issue, amend, renew or extend any Letter of CreditCredit (other than the Letters of Credit issued on the Effective Date and excluding the continuation or conversion of any Borrowing), is are additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in Article IV, and of each Loan Party in each of the other Loan Documents to which it is a party, shall be true and correct 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, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date); and (b) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) . Each of the representations Borrowing and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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), clauses (a) and (b) of the immediately preceding sentence. In addition to the other conditions precedent herein set forth, if any Revolving Credit Lender becomes, and (c)during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Issuing Lender will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit, and the Swingline Lender will not be required to make any Swingline Loan, unless the Issuing Lender or the Swingline Lender, as the case may be, is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to the Issuer or the Swingline Lender in its sole discretion, in each case, in accordance with Section 2.20.

Each Credit Event. The obligation of each Lender to make a Revolving Loan on the occasion of any Borrowing (including exclusive of continuations and conversions of a Borrowing), of the initial funding)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 subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a that such materiality qualifier, which qualifier shall not be true applicable to any representations and correct warranties that are already qualified or modified by materiality in all respects as so qualifiedthe text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, except to the extent any such applicable (other than those representations and warranties are that expressly limited relate to an a specific earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all material respects as so qualified) as of such specified earlier datedate (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)). (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) For any General Loan or issuance, renewal, extension or increase of any Letter of Credit made during a Collateral Trigger Period, at the Borrower time thereof and its Restricted Subsidiaries immediately after giving effect thereto, the General Credit Exposure at such time shall not have Excess Cash in an amount greater than exceed the Excess Cash ThresholdCNTA Cap. (d) The receipt by For any Development Loan made on or following the Administrative Agent Initial Designation Effective Date, the Development Designation Conditions shall have been satisfied. Each Borrowing, each Swingline Loan and each issuance or increase of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each 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 Section 6.02(a), paragraphs (a) and (b) (and, as applicable, (c) and (cd)) of this Section.

Each Credit Event. The obligation of each Lender Bank to make a Loan on the occasion of any Borrowing (including the initial funding), 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 to be issued is subject to the further satisfaction of the following conditions: (a) At the time timely receipt by Administrative Agent of a Request for Borrowing or Request for Letter(s) of Credit (as applicable); (b) immediately before and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension issuance of such Letter Letter(s) of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.continuing and neither such Borrowing nor the issuance of such Letter(s) of Credit (as applicable) shall cause a Default or Event of Default; (bc) Each of the representations and warranties of the Borrower and the Guarantors, set forth each Credit Party contained in this Agreement and in the other Loan Documents Papers shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension issuance of such Letter Letter(s) of Credit, Credit (as applicable), except (i) to the extent any such representations and warranties are expressly limited to an earlier stated as of a certain 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, case such representations and warranties shall be true and correct in all material respects as of such date and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.respects; (cd) At the time funding of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension issuance of such Letter Letter(s) of Credit (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, as applicablethe aggregate Letter of Credit Exposure of all Banks shall not exceed the lesser of (x) $10,000,000 and (y) the Total Commitment (i.e., the Borrower least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than (z) the Excess Cash Thresholdthen effective Aggregate Elected Commitment Amount). (df) The receipt by Each Borrowing and the Administrative Agent issuance of a Borrowing Request in accordance with Section 2.03 or a request for a each Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 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 Section 6.02(asubclauses (b), (bc), (d) and (c)e) above are true.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the borrowing request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or (unless such date is the date of issuanceEffective Date); provided that, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects as so qualified) as on the date of such specified credit extension or on such earlier date, as the case may be. (cb) At the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing. Each Borrowing (provided that a conversion or the a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a (other than any Borrowing and each request for on the issuance, amendment, renewal or extension of any Letter of Credit 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 Section 6.02(a), paragraphs (a) and (b) of this Section. Notwithstanding anything in this Section 4.02 and (c)in Section 2.20 to the contrary, to the extent that the proceeds of a Term Commitment Increase are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Term Commitment Increase shall be the conditions precedent set forth in the related Incremental Term Facility Amendment.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:conditions (subject, in all respects to the terms of Section 1.06, if such Borrowing is in connection with the Kosmos Acquisition): (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a any representation and warranty that is qualified by materiality qualifieror reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as so qualified) respects), on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited representation or warranty is stated to relate solely to an earlier date, in which case, on and as of the date of case such Borrowing representation or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties warranty shall continue to be true and correct in all material respects (except for those which have a any representation and warranty that is qualified by materiality qualifieror reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as so qualifiedrespects) on and as of such specified earlier date; provided that, if such Borrowing is in connection with the Kosmos Acquisition then only the Specified Representations and Specified Acquisitions Agreement Representations shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects); provided, further that to the extent that any of the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of Kosmos Acquisition Agreement Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the date of such Borrowing in connection with the Kosmos Acquisition (or any date prior thereto). (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; provided that, if such Borrowing is in connection with the Borrower Kosmos Acquisition, then only Events of Default under Sections 7.01(a), (b), (h) and its Restricted Subsidiaries (i) in respect of the Borrower, in each case, shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicableoccurred and be continuing. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a), paragraphs (a) and (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)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement 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. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe 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 Borrower and its Restricted Subsidiaries shall not have Excess Cash Borrowing Base then in effect, and, other than in the case of a Protective Advance or an amount greater than the Excess Cash Threshold. (d) The receipt by Overadvance, the Administrative Agent shall have received a Borrowing Base Certificate as of a date not earlier than the last day of the most recent fiscal month ended at least 20 days prior to the date of such Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b)such issuance, as applicableamendment, renewal or extension. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 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 Section 6.02(aparagraphs (a), (b) and (c)) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the 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 Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank Banks to issue, amend, renew review or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of 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 any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects as of such earlier date and (except for those which have a iii) to the extent that such representations and warranties are already qualified or modified by materiality qualifieror words of similar effect in the text thereof, which they shall be true and correct in all respects as so qualified) as of such specified earlier daterespects. (cb) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, the Borrower no Default or Event of Default shall have occurred and its Restricted Subsidiaries be continuing. (c) The Administrative Agent shall not have Excess Cash in an amount greater than the Excess Cash Thresholdreceived a Borrowing Request. (d) The receipt Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the Administrative Agent case of a Borrowing Request in accordance with Section 2.03 any Borrowing, or a request for issuance, amendment, extension or increase of a Letter of Credit in accordance with Section 2.08(b)occurring on or after the Amendment No. 5 Effective Date, as applicable. Each request for a Borrowing at the time of and each request for the immediately after giving effect to such Borrowing, or issuance, amendment, renewal extension or extension increase of any a Letter of Credit Credit, as applicable, Liquidity shall not 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), (b) and (c)less than $1,500,000,000.

Each Credit Event. The obligation of each any Lender or Issuing Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit Extension hereunder is subject to the satisfaction of the following conditions: (a) At the representations and warranties of each Obligor set forth in this Agreement and of the other Loan Documents to which it is a party, shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, both before and immediately after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.2 and after the delivery of any statements furnished pursuant to Sections 5.1(a) and 5.1(b), the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.1(a) and 5.1(b), respectively; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.; (c) At at the time of and immediately after giving effect to such Credit Extension, (i) the total Revolving Multicurrency Tranche Exposures shall not exceed the total Revolving Multicurrency Tranche Commitments, (ii) the total Revolving USD Tranche Exposures shall not exceed the total Revolving USD Tranche Commitments, and (iii) the total Revolving Credit Exposures shall not exceed the total Revolving Credit Commitments; and (d) Administrative Agent and, if applicable, Issuing Lender or Swingline Lender shall have received a Borrowing Request, or a notice requesting the issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicablethe case may be, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request each case, in accordance with Section 2.03 or a request for a Letter the requirements of Credit in accordance with Section 2.08(b), as applicablethis Agreement. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit Borrower shall be deemed to constitute make a representation and warranty by to Administrative Agent, the Borrower Lenders, and Issuing Lender on the date thereof of each Credit Extension hereunder as to the matters specified in Section 6.02(aclauses (a), (b) ), and (c)) of this Section 4.3.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother than pursuant to a Mandatory Borrowing), and of each Issuing Bank to issue, amendamend (other than in a manner that does not increase the maximum stated amount of such Letter of Credit), renew renew, or extend any Letter of Credit, the effectiveness of any Commitment Increase pursuant to Section 2.19, the effectiveness of any Incremental Facilities pursuant to Section 2.20 and the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, is subject to the satisfaction (or waiver in accordance with Section 9.2) of the following conditions: (a) At Solely in the time case of and immediately after giving effect to such Borrowing or a Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency Administrative Agent shall have occurred and be continuingreceived a Borrowing Request in accordance with Section 2.3. (b) Each of the All representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of the making of such Borrowing or the date of Loan, such issuance, amendment, amendment renewal or extension of such Letter of Credit, or the effectiveness of such Commitment Increase, Incremental Facility or extension, as applicable, except that (i) to the extent that any such representations and warranties are expressly limited representation or warranty is stated to relate solely 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 it shall continue to be true and correct in all material respects as of such earlier date, (except for those which have a materiality qualifierii) any representation and warranty that is qualified as to “materiality”, which “Material Adverse Effect” or similar language shall be true and correct in all respects as so qualified) as of such specified earlier daterespects. (c) At the time of and immediately after giving effect to the making of such Borrowing or the Loan, such issuance, amendment, renewal or extension of such Letter of Credit, or the effectiveness of such Incremental Facility, as applicable, the Borrower no Default or Event of Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (d) be continuing. The receipt by the Administrative Agent making 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)each Loan, as applicable. Each request for a Borrowing and each request for 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 any each Letter of Credit and the effectiveness of each Incremental Facility shall be deemed to constitute a representation and warranty by each Borrower that the Borrower on the date thereof as to the matters conditions specified in Section 6.02(a), 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) and the reference in Section 4.2(c) to the absence of any Default or Event of Default shall be disregarded unless the Lenders providing the applicable Incremental Facility expressly require the absent of specified Events of Default, in which case such specified Events of Default shall be no broader than the types described in Section VII(a), Section VII(b), Section VII(h), and Section VII(i).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding) (excluding any Loan made pursuant to Section 2.08(e)), and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred. (c) The representations and warranties of the Borrower and the Guarantors, Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (cd) At the time of and immediately The pro forma total Revolving Credit Exposures (after giving effect to such the requested Borrowing or the issuance, amendment, renewal or extension issuance of such the requested Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries ) shall not have Excess Cash in an amount greater than exceed the Excess Cash Thresholdaggregate Commitments. (de) The receipt by the Administrative Agent of shall have received a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing (excluding any Borrowing made pursuant to Section 2.08(e)) 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 Section 6.02(a), ) through (b) and (cd).

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 made pursuant to Section 2.08(e)), of the Swingline Lender to make a Swingline Loan and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred. (c) The representations and warranties of the Borrower and the Guarantors, Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (cd) At the time of and immediately The pro forma total Revolving Credit Exposures (after giving effect to such the requested Borrowing or the issuance, amendment, renewal or extension issuance of such the requested Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries ) shall not have Excess Cash in an amount greater than exceed the Excess Cash Thresholdaggregate Commitments. (de) The receipt by the Administrative Agent of shall have received a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing (excluding any Borrowing made pursuant to Section 2.08(e)) 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 Section 6.02(a), ) through (b) and (cd).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the initial funding), aggregate principal amount of the Loans of any Lender outstanding) and of each the Issuing Bank Lender to issue, amend, renew or extend any a Letter of CreditCredit (each such event, a “Credit Event”) on any date is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Company set forth in this Agreement (other than those set forth in Sections 3.5(b) and 3.6(a) on any date other than the Effective Date) shall be true and correct in all material respects (provided that such representations and warranties qualified as to materiality shall be true and correct) on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case those representations and warranties will be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing (and the use of the proceeds thereof) or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries Company shall not have Excess Cash be in an amount greater than compliance with the Excess Cash Threshold. (d) The receipt by Consolidated Leverage Ratio set forth in Section 5.13(a). Such pro forma Consolidated Leverage Ratio shall be calculated using Consolidated EBITDA for the Administrative Agent most recent period of a Borrowing Request in accordance with Section 2.03 or a request four consecutive fiscal quarters ended prior to such date for a Letter of Credit in accordance with Section 2.08(b), as applicablewhich financial statements are available. 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 Company on the date thereof as to the matters specified in Section 6.02(aparagraphs (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)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdno Borrowing Base Deficiency exists or would be caused thereby. (d) The receipt by At the Administrative Agent time of a and immediately after giving effect to such Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, no event or circumstance which could reasonably be expected to have a Material Adverse Effect shall have occurred. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b), (c) and (c)d) of this Section.

Each Credit Event. The Lender has no obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each Issuing Bank or to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of Credit unless the following conditionsconditions are satisfied: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower (and the Guarantors, each other party thereto) set forth in this Agreement and in the each other Loan Documents Document shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any that such representations and warranties are expressly limited relate to an earlier date, 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, case such representations and warranties shall continue to be have been true and correct in all material respects on and as of such earlier date) or are already qualified as to materiality (except for those in which have a materiality qualifier, which case such representations and warranties shall be true and correct in all respects as so qualified) as of such specified earlier date.respects); (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) Since the Borrower and its Restricted Subsidiaries shall not have Excess Cash date of the most recent financial statements, if any, delivered to Lender pursuant to Section 5.01, there has been no event or occurrence which has resulted in an amount greater than the Excess Cash Threshold.or would reasonably be expected to result in a Material Adverse Effect; (d) The receipt by the Administrative Agent of With respect to each Loan, Lender shall have received a completed and duly executed Borrowing Request in accordance with Section 2.03 or and a request for Covenant Compliance Certificate duly executed by a Financial Officer; and (e) With respect to each Letter of Credit, Lender shall have received a completed and duly executed Letter of Credit in accordance with Section 2.08(b)Application, as applicableLetter of Credit Request and a Covenant Compliance Certificate duly executed by a Financial Officer. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof thereof, immediately prior to and immediately following such Borrowing or issuance, amendment, renewal or extension, as to the matters specified in Section 6.02(a), paragraphs (a) and (b) and (c)of this Section.

Each Credit Event. The obligation of each Lender to make a any Loan (including, on the occasion of any Borrowing (including Effective Date, the initial fundingInitial 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) At (i) in the time case of and 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 Borrowing 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 such any Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) in the date case of such Borrowing any Loan or the date of issuance, amendment, renewal or extension of such any Letter of CreditCredit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the Borrower aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and its Restricted Subsidiaries any Concurrent Transaction) shall not have Excess Cash in an amount greater than exceed the Excess Cash Threshold. (d) The receipt by 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 a credit and any Concurrent Transaction) shall not exceed the Borrowing Request in accordance with Section 2.03 Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or a request for a Letter payment of outstanding Loans, cash collateralization of Letters of Credit in accordance with as contemplated by Section 2.08(b2.05(l), as applicable. Each request for a Borrowing and each request for or payment of other Indebtedness that is included in 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 Section 6.02(a), (b) and (c).Covered Debt Amount; and

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided, except however, that to the extent any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which as of such earlier date and any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects as so qualified) as on the date of such specified credit extension or on such earlier date, as the case may be. (cb) At the time of and immediately after giving effect to such Borrowing and the use of proceeds thereof or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, the Borrower no Default or Event of Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe continuing. (c) [Reserved.] (d) The receipt by the Administrative Agent of and, if applicable, the relevant Issuing Bank, shall have received a Borrowing Request in accordance with Section 2.03 or a request for notice requesting the issuance of a Letter of Credit (or the amendment, renewal or replacement thereof) in accordance with the requirements of Section 2.08(b2.03, Section 2.04(b) or Section 2.05(b), as applicable. Each request for Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each request for the issuance, amendment, renewal or extension of any a Letter of Credit (other than any Borrowing or issuance of Letter of Credit on the Closing Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the accuracy of the matters specified in Section 6.02(a), paragraphs (a) and (b) and (c)of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a any Loan (including, on the occasion of any Borrowing (including Third Amendment Effective Date, the initial fundingInitial Term 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) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation 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 such any Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier specific date.; (ci) At 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 Borrowing 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 a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the Borrower Covered Debt Amount (after giving effect to such extension of credit and its Restricted Subsidiaries any Concurrent Transaction) shall not have Excess Cash in an amount greater than exceed the Excess Cash Threshold. (d) The receipt by 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 a credit and any Concurrent Transaction) shall not exceed the Borrowing Request in accordance with Section 2.03 or a request for a Letter Base after giving effect to such extension of Credit in accordance with Section 2.08(b), as applicablecredit and any Concurrent Transaction. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a), (b) and (c)the preceding sentence.

Each Credit Event. The obligation of each Lender to make a any Loan (including, on the occasion of any Borrowing (including First Amendment Effective Date, the initial fundingInitial 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) At (i) in the time case of a Loan made in connection withto pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing 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 such any Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier specific date.; (cb) At (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 Borrowing Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (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 its Restricted Subsidiaries any Concurrent Transaction) shall not have Excess Cash 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 an amount greater than the Excess Cash Threshold.Covered Debt Amount; and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a the Borrowing and each request for or the issuance, amendment, renewal or extension of any 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 Section 6.02(a), (b) and (c).the preceding sentence. 747507610 22702620

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.exist; (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than delivered the Excess Cash Threshold.required Notice of Borrowing; (d) The receipt by for any Borrowing of Delayed Draw Term Loans, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that 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 Section 5.1(a) or (b); and (e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing Request in accordance with Section 2.03 of a Swingline Loan or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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 Section 6.02(a), paragraphs (a) and (b) and (c)of this Section 3.2.

Each Credit Event. The Except as expressly set forth in Section 2.23(c) and the applicable Incremental Facility Agreement with respect to an Incremental Extension of Credit, the obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit (other than any extension or renewal of any Letter of Credit without any increase in the stated amount of such Letter of Credit), in each case, after the initial Borrowing on the Closing Date, is subject to receipt of the request therefor in accordance with this Agreement and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, Loan Parties set forth in this Agreement and the Loan Documents (except in the other Loan Documents case of Revolving Loans made and Letters of Credit issued after the Closing Date, the representation and warranty set forth in Section 3.04(c)) shall be true and correct in all material respects (except for those which have a materiality qualifieror, which shall be true and correct if qualified as to materiality, in all respects as so qualifiedrespects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited relate to an earlier date, 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, case such representations and warranties shall continue to be have been true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct or in all respects respects, as so qualifiedapplicable) as of with respect to such specified earlier date). (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower no Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicablebe continuing. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit (except those specified in the parenthetical contained in the introductory paragraph of this Section 4.02), shall be deemed to constitute a representation and warranty by the Parent and the Borrower on the date thereof as to the matters specified in Section 6.02(a), paragraphs (a) and (b) and (c)of this Section.

Each Credit Event. The obligation of each any Lender or Issuing Lender to make a Loan on the occasion of any Borrowing Credit Extension hereunder (including the initial fundingBorrowing hereunder), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the representations and warranties of each Obligor set forth in this Agreement and of the other Loan Documents to which it is a party, shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, both before and immediately after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (unless any such representation or warranty is qualified as to materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), and except that for purposes of this Section 4.2, the representations and warranties contained in Section 3.2(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.1(a) and 5.1(b), respectively; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.; (c) At at the time of and immediately after giving effect to such Credit Extension, the total Revolving Credit Exposures shall not exceed the lesser of the total Revolving Credit Commitments and the Borrowing Base as reflected in the most recently delivered Borrowing Base Certificate; (d) Administrative Agent and, if applicable, Issuing Lender or Swingline Lender shall have received a Borrowing Request, or a notice requesting the issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicablethe case may be, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request each case, in accordance with the requirements of this Agreement; and (e) if such Credit Extension is the making of a Delayed Draw Term Loan, Borrower shall have demonstrated pro forma compliance with all the financial covenants in Section 2.03 or 7 as of the most recently ended Fiscal Quarter for which financial statements are available and calculated for any financial covenant which is tested over a request for a Letter period of Credit time as if such Indebtedness were incurred on the first day of such period and as if the interest rate in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request effect on the date of calculation was the interest rate in effect for the issuance, amendment, renewal or extension of any Letter of Credit entire period. Borrower shall be deemed to constitute make a representation and warranty by to Administrative Agent, the Borrower Lenders, and the Issuing Lender on the date thereof of each Credit Extension hereunder as to the matters specified in Section 6.02(aclauses (a), (b) ), and (c)) of this Section 4.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother 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 subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At In the time case of and immediately any Revolving Borrowing, after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries Aggregate Revolving Exposure shall not have Excess Cash exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base then in an effect. On the date of any Borrowing (other than any Protective Advance or any conversion or continuation of any Loan) or the issuance, amendment to increase the amount greater than the Excess Cash Threshold. (d) The receipt by the Administrative Agent thereof, renewal or extension of a Borrowing Request in accordance with Section 2.03 or a request for a any Letter of Credit Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in accordance with Section 2.08(bparagraphs (a), as applicable. Each request for a Borrowing (b) and each request for the (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of any 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 Section 6.02(a), (b) and (c2.01 or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdno Borrowing Base Deficiency exists or would be caused thereby. (d) The receipt by At the Administrative Agent time of a and immediately after giving effect to such Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, no event or circumstance which could reasonably be expected to have a Material Adverse Effect shall have occurred. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b), (c) and (c).d) of this Section. Article VI

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.; (bc) Each of the [Reserved]; (d) The representations and warranties of the Borrower and the Guarantors, Loan Parties set forth in this Agreement and in the other Loan Documents 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 be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) 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 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 in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.. Notwithstanding the foregoing, and notwithstanding Section 6.01(s) as it relates to the representations and warranties under the 2013 Credit Agreement, the only representations the accuracy of which shall be a condition to the availability of Loans under this Agreement on the Effective Date shall be the Catarina Property PSA Representations and the Specified Representations. The failure of any representation or warranty with respect to the Borrower or any of its Subsidiaries (other than the Catarina Property PSA Representations or the Specified Representations) to be accurate on the Effective Date will not constitute the failure of a condition precedent to the funding of the initial Loan under this Agreement but will instead constitute a Default which may be cured within a period of 10 days after the Effective Date and which will not in and of itself constitute a failure of a condition precedent to funding; (ce) At the time The making of and immediately after giving effect to such 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 Borrower Issuing Bank to violate or exceed, any applicable Governmental Requirement, and its Restricted Subsidiaries no Change in Law shall not have Excess Cash in an amount greater than 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 Excess Cash Threshold.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; and (df) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each 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 Section 6.02(a), ) through (b) and (cf).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (except for those ii) to the extent that any such representation and warranty is qualified by materiality, material adverse effect or similar qualification, in which have a materiality qualifier, which case such representation and warranty shall be true and correct in all respects as so qualified) as of such specified earlier daterespects. (c) At The making of each Loan would not cause any Lender to violate or exceed any applicable Governmental Requirement and no Change in Law shall have occurred which does, in either case, enjoin, prohibit or restrain the time making or repayment of any Loan or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (d) After giving pro forma effect to such Loan, the Borrower shall be in compliance with Section 9.01. (e) For each Loan other than the Initial Term Loans, the Consolidated Cash Balance and immediately the pro forma Consolidated Cash Balance after giving effect to (i) such Loans, and (ii) the use of the proceeds thereof within five (5) Business Days of the date such Loan is made, which use of proceeds shall be permitted hereunder and certified to in the applicable Borrowing or the issuanceRequest, amendmentin each case, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdexceed $30,000,000. (df) 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(b‎Section 2.03(b), as applicable. Each request for a Borrowing and in each request for instance the issuancecertificate referenced in Section 6.02(g) below. (g) After the Effective Date, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower shall have delivered a certificate to the Administrative Agent representing and warranting on the date thereof as to the matters specified in Section 6.02(a), (b), (d) and (ce) (and attached to such certificate are reasonably detailed calculations demonstrating compliance with Section 9.01).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the representations and warranties of each Loan Party set forth in the 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, except to the extent such representations and warranties expressly relate to an earlier or later date, as applicable; and (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each ; provided, however, that for purposes of determining the satisfaction of the conditions set forth in this Section 4.03 in connection with the making of the Delayed Draw Term Loans on the Delayed Draw Funding Date, (i) the reference in Section 3.04(d) of this Agreement to a “material adverse change” shall be deemed to refer solely to a “Material Adverse Effect” (as defined in the Securities Purchase Agreement) and (ii) the accuracy of all representations and warranties set forth in the Loan Documents (other than (A) representations and warranties of AmSan relating to due organization, execution, delivery and enforceability of the Borrower Loan Documents and (B) such other representations and warranties of AmSan in the Securities Purchase Agreement as are relevant to the interests of the Lenders, but, in the case of the immediately preceding clause (B), only to the extent that a breach of such representations and warranties would result in a failure of a condition to the consummation of the AmSan Acquisition) and the Guarantors, set forth in this Agreement and in the other Loan Documents absence of a Default shall be true determined before giving effect to the AmSan Acquisition. Each Borrowing and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 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 Section 6.02(a), paragraphs (a) and (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)Borrowing, and if the Borrower has exercised the Term Loan Election, the effectiveness of each Issuing Bank to issue, amend, renew or extend any Letter of Creditthe term loan conversion on the Maturity Date, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement (other than the representations and warranties set forth in the other Loan Documents Sections 3.04(b) and 3.05) shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Creditconversion, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Creditconversion, as applicable, no Default (including, in the Borrower case of such conversion, a Default under Section 6.03) shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe continuing. (dc) The In the case of any Borrowing which would violate any limitation imposed by the board of directors of the Borrower in effect on the date hereof on the principal amount of any financing or the outstanding principal amount of any financings of the Borrower, receipt by the Administrative Agent of a copy, certified by an appropriate officer of the Borrower, of the resolutions of the board of directors of the Borrower pursuant to which such Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for is authorized. (d) In the issuance, amendment, renewal or extension case of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowing made on or after the date thereof of consummation of the Acquisition, the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the matters specified consummation of the Acquisition, all in Section 6.02(a)form and substance satisfactory to the Administrative Agent and its counsel (including a certificate, dated the date of consummation of the Acquisition and signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) (including, for this purpose, the representations and warranties set forth in Sections 3.04(b) and 3.05) and (b) and (c).of Section 4.02

Each Credit Event. The obligation of each Lender (as applicable) to make a Loan on the occasion of any Borrowing (including Borrowing, of each Swingline Lender to make a Swingline Loan on the initial funding)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, each Credit Party set forth in this Agreement and or in the any other Loan Documents Document shall be true and correct in all material respects (except for as to those which have representations and warranties subject to a materiality qualifier, which shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any that such representations and warranties are expressly limited specifically refer 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 case they shall continue to be true and correct in all material respects (except for as to those which have representations and warranties subject to a materiality qualifier, which shall be true and correct in all respects as so qualifiedrespects) as of such specified earlier date, and except for those which shall be no longer true due to changes in facts, circumstances or conditions not prohibited under the Loan Documents. (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower no Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe continuing. (dc) The receipt by With respect to (i) any requested Borrowings, the Administrative Agent of a Borrowing Request in accordance Borrower shall have complied with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b)2.04, as applicable. Each request for a Borrowing , and each (ii) the request for the issuance, amendment, renewal or extension of any Letters of Credit, the Borrower shall have complied with Section 2.05(b). (d) The Administrative Agent shall have received a Borrowing Base Certificate signed by a Financial Officer of Borrower. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a), (b) and (c)this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingfunding but excluding any conversion or continuation of Loans pursuant to Section 2.04), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those to the extent any such representations and warranties are limited by materiality, in which have a materiality qualifiercase, which they shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those to the extent any such representations and warranties are limited by materiality, in which have a materiality qualifiercase, which they shall be true and correct in all respects as so qualifiedrespects) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash exists. (e) Prior to the IPO Effective Date, (i) the requirements of Section 5.4(j) (or any similar or successor section) of the DPM HoldCo LLCA, to the extent applicable to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, have been satisfied and (ii) if requested by the Administrative Agent, the Administrative Agent shall have received duly executed resolutions or consents demonstrating compliance with such Section 5.4(j) (or any similar or successor section) of the DPM HoldCo LLCA. Each request for a Borrowing (other than a conversion or continuation of Loans) 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 Section 6.02(a), (b), (d) and (ce)(i).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, including the initial Borrowing or issuance of a Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency (including, without limitation, compliance with all financial covenants contained in Section 9.01) shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those unless already qualified by materiality in which have a materiality qualifier, which case such applicable representation and warranty shall be true and correct in all respects as so qualifiedcorrect) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those unless already qualified by materiality in which have a materiality qualifier, which case such applicable representation and warranty shall be true and correct in all respects as so qualifiedcorrect) as of such specified earlier date. (c) At the time of and immediately after giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, there is exists no event or circumstance that could have a Material Adverse Effect. (d) At the Borrower time of and its Restricted Subsidiaries immediately after giving pro forma effect to any Borrowing of Loans, the Consolidated Cash Balance shall not have Excess exceed the Consolidated Cash in an amount greater than the Excess Cash Balance Threshold. (de) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the matters specified in Section 6.02(a), ) through (b) and (cd).

Each Credit Event. The obligation of each Lender to make a any Loan (including, on the occasion of any Borrowing (including First Amendment Effective Date, the initial fundingInitial 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) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing 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 such any Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, 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 (except for those which have or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier specific date.; (cb) At (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 Borrowing Loan, no Event of Default under Section 7.01(a), (b), (i), (j), (k) or (n) shall have occurred and be continuing, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower no Specified Default or Event of Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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), (b) and (c).continuing;

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the initial funding), aggregate principal amount of the Loans of any Lender outstanding) and of each the Issuing Bank Lender to issue, amend, renew or extend any a Letter of CreditCredit (each such event, a “Credit Event”) on any date is subject to the satisfaction of the following conditions: (a) The representations and warranties of Holdings and the Company set forth in this Agreement (other than those set forth in Sections 3.5(c) and 3.6(a) on any date other than the Effective Date) shall be true and correct in all material respects (provided that such representations and warranties qualified as to materiality shall be true and correct) on and as of the date of such Borrowing 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 those representations and warranties will be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing (and the use of the proceeds thereof) or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries Company shall not have Excess Cash be in an amount greater than compliance with the Excess Cash Threshold. (d) The receipt by Consolidated Leverage Ratio set forth in Section 5.13(a). Such pro forma Consolidated Leverage Ratio shall be calculated using Consolidated EBITDA for the Administrative Agent most recent period of a Borrowing Request in accordance with Section 2.03 or a request four consecutive fiscal quarters ended prior to such date for a Letter of Credit in accordance with Section 2.08(b), as applicablewhich financial statements are available. 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 Company on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) and (c)) of this Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing (including the initial funding), 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) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the a)the representations and warranties of the Borrower and the Guarantors, each RCC Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have unless the relevant representation and warranty already contains a materiality qualifierqualifier or, which in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the RCC Parties), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.05 through 2.08 of the Guarantee and Security Agreement, in each such case, such representation and warranty shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditLoan or, as applicable, except to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier specific date. ; (c) At b)at the time of and immediately after giving effect to such Borrowing Loan, no Default or Event of Default shall have occurred and be continuing; and (c)either (i) the issuance, amendment, renewal or aggregate Covered Debt Amount (after giving effect to such extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries credit) shall not have Excess Cash in an amount greater than exceed the Excess Cash Threshold. (d) The receipt by 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 a credit) shall not exceed the Borrowing Request in accordance with Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b6.01(g), 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 Section 6.02(a)the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (bwithout increase in the principal amount thereof) shall not be considered to be the making of a Loan. ARTICLE V AFFIRMATIVE COVENANTS Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees due and payable hereunder (c).other than Unasserted Contingent Obligations) shall have been paid in full, each RCC Party, as applicable, covenants and agrees with the Lenders that: SECTION

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower Loan Parties and the Guarantors, Non-Recourse Pledgors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects with the same effect as so qualified) though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent applicable (it being understood and agreed that any such representations and warranties are expressly limited to an earlier date, in representation or warranty which case, on and by its terms is made as of the a specified 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 be required to be true and correct in all material respects (except for those only as of such specified date, and that any representation or warranty which have a is subject to any materiality qualifier, which qualifier shall be required to be true and correct in all respects as so qualified) as of such specified earlier daterespects). (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower (i) no Default or Event of Default shall have occurred and its Restricted Subsidiaries be continuing and (ii) no Protective Advance shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe outstanding. (dc) The receipt by the Administrative Agent of a After giving effect to any Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) The making of such Loans or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, shall not be prohibited by, or subject the Administrative Agent, any Lender or any Issuing Bank to, any penalty or onerous condition under any applicable law. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) and (c)) of this Section 4.02. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) 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, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother 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 subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) 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, (i) the Borrower Aggregate Revolving Exposure will not exceed the lesser of the Aggregate Commitment then in effect and its Restricted Subsidiaries shall the Aggregate Borrowing Base then in effect and (ii) the U.S. Revolving Exposure will not have Excess Cash exceed the U.S. Borrowing Base then in an amount greater effect. On the date of any Borrowing (other than the Excess Cash Threshold. (da Protective Advance and other than any conversion or continuation of any Loan) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendmentamendment to increase the amount thereof, renewal or extension of any Letter of Credit Credit, the Company or the Dutch Borrower, as applicable, shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in Section 6.02(aparagraphs (a), (b) and (c)) of this Section have been satisfied.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (each, a “Credit Event”), is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower Borrowers and the Guarantors, each other Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which have a materiality qualifier, which case such representations and warranties shall be true and correct in all respects as so qualified(after giving effect to such qualifications)) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any that such representations and warranties are expressly limited relate to an earlier datespecified date or period, 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, case such representations and warranties shall continue to be have been true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of the date when made or for the respective period, as the case may be; provided, that to the extent the Borrowers have made an LCA Election for any Limited Condition Acquisition being funded with the proceeds of an incremental Term Loan under Section 2.09(d), with respect to such specified earlier dateLimited Condition Acquisition, the Lenders providing such incremental Term Loan may agree that this condition may be deemed to be satisfied on the date of the effectiveness of the applicable Limited Condition Acquisition Agreement. (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; provided, that to the Borrower extent the Borrowers have made an LCA Election for any Limited Condition Acquisition being funded with the proceeds of an incremental Term Loan under Section 2.09(d), with respect to such Limited Condition Acquisition, the Lenders providing such incremental Term Loan may agree that no Default or Event of Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than be continuing on the Excess Cash Thresholddate of the effectiveness of the applicable Limited Condition Acquisition Agreement. (dc) The receipt by At the Administrative Agent time of a Borrowing Request in accordance with Section 2.03 making and immediately after giving effect to any Revolving Loan or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the total Revolving Credit Exposure of any Class shall not exceed the total Revolving Commitments of such Class. (d) Administrative Agent, and if applicable, the applicable Issuing Bank or Swingline Lender shall have received a Borrowing Request or a notice requesting the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, in each case, in accordance with the requirements of this Agreement. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Loan Parties on the date thereof as to the matters specified in Section 6.02(a), paragraphs (a) and (b) and (c)of this Section.

Each Credit Event. (A) The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother than a conversion or continuation of an outstanding Borrowing and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e), ) and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit), is shall be subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of Goodyear, the European J.V. and each other Borrower and the Guarantors, set forth in this Agreement and in the other Loan Credit Documents shall be true (insofar as the representations and correct warranties in all material respects (except such other Credit Documents relate to the transactions provided for those which have a materiality qualifier, which herein or to the Collateral securing the Obligations) shall be true and correct in all respects as so qualified) material to the rights or interests of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, with the same effect as though made on and as of such date, except to the extent any such representations and warranties are expressly limited relate to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (cb) At the time of and immediately after giving effect to such Borrowing no Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing. (B) The obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e) shall be subject to the satisfaction of the condition that at the time of and immediately after giving effect to such Borrowing, no Event of Default shall have occurred and be continuing. (C) Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by Goodyear, the European J.V. and each other Borrower on the date thereof as to the matters specified in Section 6.02(a), paragraphs (a) and (b) and of subsection (c)A) above or in subsection (B) above, as the case may be.

Each Credit Event. The obligation of each Lender to make a any Loan (including, on the occasion of any Borrowing (including Effective Date, the initial fundingInitial 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) At (i) in the time case of and 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 Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to 102 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 such any Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) in the date case of such Borrowing any Loan or the date of issuance, amendment, renewal or extension of such any Letter of CreditCredit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) 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 its Restricted Subsidiaries any Concurrent Transaction) shall not have Excess Cash 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 an amount greater than the Excess Cash Threshold.Covered Debt Amount; and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a the Borrowing and each request for or the issuance, amendment, renewal or extension of any 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 Section 6.02(a), (b) and (c)the preceding sentence.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother than a conversion or continuation of an outstanding Borrowing and other than a Borrowing to reimburse an LC Disbursement made pursuant to Section 2.03(e), ) and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is shall be subject to the satisfaction of the following conditions: (a1) The representations and warranties of the Borrower set forth in this Agreement (including the representation in Section 3.03(a)(iii)) and of each Credit Party in the other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material to the rights or interests of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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. (2) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the aggregate Credit Exposure shall not exceed the Borrowing Base Availability then in effect. (3) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or Borrowing Base Deficiency (b) shall have occurred and be continuing. (b) Each The obligation of each Lender to make a Loan on the occasion of any Borrowing deemed to have been requested by the Borrower to reimburse an LC Disbursement pursuant to Section 2.03(e) shall be subject to the satisfaction of 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 conditions that (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualifiedi) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At at the time of and immediately after giving effect to such Borrowing, no Event of Default shall have occurred and be continuing, and (ii) after giving effect to such Borrowing, the aggregate Credit Exposure shall not exceed the Borrowing or the Base Availability then in effect. (c) Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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(aclauses (1), (b2) and (c)3) of paragraph (a) above or in paragraph (b) above, as the case may be.

Each Credit Event. The obligation obligations of (a) each Lender to make a Loan on the occasion of any Borrowing and (including the initial funding), 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 are subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance of such Letter of Credit, as applicable, except that such representations and warranties (i) that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date and (ii) shall be true and correct in all respects to the extent they are qualified by a materiality standard. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal renewal, reinstatement or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal renewal, reinstatement or extension of such any Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries Aggregate Revolving Exposure shall not have Excess Cash in an amount greater than exceed the Excess Cash Thresholdaggregate Revolving Commitments. (d) The receipt by In the case of any Borrowing of a Delayed Draw Term Loan: (i) such Borrowing shall have been requested to be funded prior to the Delayed Draw Termination Date; (ii) such Borrowing shall be in an amount not less than $25,000,000 (or, if less, the remaining undrawn Delayed Draw Term Loan Commitments); and (iii) the Administrative Agent of a Borrowing Request in accordance with Section 2.03 and the Lenders shall have received all fees and expenses required to be paid on or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableprior to the applicable Delayed Draw Funding Date pursuant to the Loan Documents. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension issuance of any 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 Section 6.02(aparagraphs (a), (b) and (c) of this Section 4.02. Each amendment, renewal, reinstatement or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02. Notwithstanding anything in this Agreement or anything else to the contrary, with respect to any Delayed Draw Term Loan or Incremental Loans, the proceeds of which shall be used to finance a Limited Condition Acquisition, (x) with respect to clause (i) above, the only representations and warranties, the accuracy of which shall be a condition to the availability of such Delayed Draw Term Loan on the applicable Delayed Draw Funding Date or Incremental Loans, shall be limited to customary “specified representations”, and (y) with respect to clause (ii) above, it shall only be a condition to the availability of such Delayed Draw Term Loan that, as of the applicable Delayed Draw Funding Date or Incremental Loans, no Event of Default under clause (a), (b), (h) or (i) of Article VII exists or would result therefrom.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Eurodollar Loan or SOFR Term Benchmark Loan following the initial fundingexpiration of the applicable Interest Period), and of each the applicable Issuing Bank to issue, amend, renew or extend any Letter of Credit, and the effectiveness of any Commitment Increase pursuant to Section 2.18 (subject to the provisions of Section 1.04 in the case of any Commitment Increase for use in a Limited Condition Transaction) or any extension of the Maturity Date pursuant to Section 2.20 (each of the foregoing, a “Credit Extension”), is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of 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 any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects as of such earlier date and (except for those which have a iii) to the extent that such representations and warranties are already qualified or modified by materiality qualifierin the text thereof, which they shall be true and correct in all respects as so qualifiedrespects; (b) as At the time of and immediately after giving effect to such specified earlier date.Credit Extension, no Default shall have occurred and be continuing; and (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, the Borrower would be in compliance with the financial covenant set forth in Section 6.09 whether or not such covenant would otherwise be tested on and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than as of the Excess Cash Threshold. (d) The receipt by the Administrative Agent date of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of such Credit in accordance with Section 2.08(b), as applicableExtension. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit Extension shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in Section 6.02(a), paragraphs (a) and (b) and (c)of this Section have been satisfied as of the date thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a Protective Advance, but, for the avoidance of doubt, including the initial fundingeach Loan made as part of any Refinancing Borrowing), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct (or, in all material respects (except for those which have a materiality qualifierthe case of any representation or warranty not qualified as to materiality, which shall be true and correct in all respects as so qualifiedmaterial respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any that such representations and warranties are expressly limited relate to an earlier date, in which casecase they shall have been true and correct (or, on and in the case of any representation or warranty not qualified as of the date of such Borrowing or the date of issuanceto materiality, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualifiedrespects) as of such specified earlier date. (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower no Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe continuing. (dc) The receipt by At the Administrative Agent time of a Borrowing Request in accordance with Section 2.03 and immediately after giving effect to such Loan or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the total Revolving Credit Exposures shall not exceed the Line Cap. (d) If at the time of or immediately after giving effect to any such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) (A) the Revolving Credit Exposure (not including any LC Exposure) shall exceed $50,000,000 or (B) the LC Exposure shall exceed $300,000,000, and (ii) no Borrowing Base Certificate shall have been delivered to the Administrative Agent for the most recent fiscal month for which a Borrowing Base Certificate would have been required to be delivered under clause (B) of Section 5.01(g)(i) if such clause had been applicable at all prior times, the Administrative Agent shall have received, not later than five Business Days prior to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, a completed Borrowing Base Certificate, calculating, certifying and setting forth the Borrowing Base and Availability and supporting information in connection therewith as of the close of business on the last day of such preceding fiscal month. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the relevant Borrower or the relevant Account Party, as applicable, on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b), (c) and (c)d) 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)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, each Loan Party set forth in this Agreement and in the other Loan Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited relate to an earlier date, 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, case such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) At the time of the Borrowing Request with respect to such Borrowing, the amount that the Parent Borrower reasonably and its Restricted Subsidiaries in good faith estimates will be the Cash Amount at 3:00 p.m., New York City time, on the requested date of such Borrowing (after giving effect to such Borrowing) shall not have Excess Cash exceed $5,000,000, and such Borrowing Request shall contain a statement to that effect and that the Parent Borrower reasonably and in an amount greater than good faith expects to be in compliance with Section 6.14 as of the Excess Cash Thresholddate of such Borrowing. (d) The receipt by At the Administrative Agent of a time of, and after giving effect to, such Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit, (i) the total Domestic Revolving Exposures shall not exceed the total amount of the Domestic Commitments, (ii) the total Canadian Revolving Exposures shall not exceed the total amount of the Canadian Commitments, (iii) the total Revolving Exposures shall not exceed the lesser of (A) the total amount of the Commitments and (B) the Borrowing Base then in effect, (iv) if during the Availability Cap Period, the total Revolving Exposures shall not exceed $45,000,000 and (v) if during a Reduced Availability Period, the total Revolving Exposures shall not exceed the Reduced Availability Amount. (e) The Administrative Agent shall have received an Officers’ Certificate (as defined in the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture) of the Parent Borrower, dated the date of such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit (delivered, and containing a statement that it was delivered, in good faith after reasonable investigation) to the effect that such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, does not violate the provisions of the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture (including a reasonably detailed summary as to the calculations necessary to determine the absence of any such violation). The making of any Loan on the occasion of each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) and (c)e) of this Section.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank Banks to issue, amend, renew review or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of 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 any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects as of such earlier date and (except for those which have a iii) to the extent that such representations and warranties are already qualified or modified by materiality qualifieror words of similar effect in the text thereof, which they shall be true and correct in all respects as so qualified) as of such specified earlier daterespects. (cb) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, the Borrower no Default or Event of Default shall have occurred and its Restricted Subsidiaries be continuing. (c) The Administrative Agent shall not have Excess Cash in an amount greater than the Excess Cash Thresholdreceived a Borrowing Request. (d) The receipt Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the Administrative Agent case of a Borrowing Request in accordance with Section 2.03 any Borrowing, or a request for issuance, amendment, extension or increase of a Letter of Credit in accordance with Section 2.08(b)occurring on or after the Amendment No. 5 Effective Date, as applicable. Each request for a Borrowing at the time of and each request for the immediately after giving effect to such Borrowing, or issuance, amendment, renewal extension or extension increase of any a Letter of Credit Credit, as applicable, Liquidity shall not be less than $1,500,000,000. Each Borrowing or issuance, amendment, extension or increase of a Letter of Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in Section 6.02(a), paragraphs (a) and (b) and (c)of this Section 4.02 have been satisfied as of the date thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At to the extent applicable to such Borrowing, receipt by the Administrative Agent of a Borrowing Request pursuant to Section 2.03 or, if applicable, a request for a Letter of Credit pursuant to Section 2.05(b); (b) immediately after such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) the Revolving Credit Exposure will not exceed the Available Commitment, (ii) with respect to each Lender, such Lender’s Applicable Percentage of the Revolving Credit Exposure will not exceed such Lender’s Revolving Credit Commitment and (iii) the sum of the outstanding amount of the Term Loans and the Revolving Credit Exposure will not exceed the Available Commitment; (i) the representations and warranties of any Borrower Party set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, that to the extent such representations and warranties were made as of a specific date, the same shall have been true and correct in all material respects as of such specific date and (ii) there are no material adverse changes to its financial condition since the date of delivery of the financial information most recently delivered by the Borrower pursuant to Sections 5.01(a) or (c) that would cause such Borrower Party to be in breach of its obligations pursuant to Section 6.12 as if such obligations were tested as of such date; (d) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.; provided, however, so long as no Default that could, with the passage of time, become an Event of Default pursuant to Section 7.01(a), (g) or (h) shall exist, this clause (d) shall not prevent the conversion or continuation of existing Loans, but provided further that any Eurodollar Loan during such period shall be allowed only in one-month Interest Periods; (be) Each no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain, the making or repayment of the representations and warranties Loans, the issuance of any Letters of Credit or any participations therein or the consummation of the Borrower and the Guarantorstransactions contemplated by this Agreement; (f) receipt by Administrative Agent of a Compliance Certificate, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) dated as of such specified earlier date. (c) At date and signed by a Financial Officer of Borrower, demonstrating compliance with the time of and immediately Financial Covenants determined on a pro-forma basis on such date after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, together with customary supporting documentation and supplemental reporting as agreed upon between the Borrower Administrative Agent and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold.Borrower; (dg) The receipt by the Administrative Agent of a completed Borrowing Request in accordance with Base Certificate, setting forth all of the information and certifications required pursuant to Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b5.01(f), dated as applicableof such date; (h) no event which results in a Material Adverse Effect shall have occurred, as reasonably determined by the Administrative Agent; and (i) the Administrative Agent shall have received, for its and any other Lender’s account, all fees due and expenses, including the reasonable fees and expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, then due and payable pursuant to the terms of the Loan Documents. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Parties on the date thereof as to the matters specified in Section 6.02(a), (b) and (c)the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than the initial fundingconversion of a Eurocurrency Loan into an ABR Loan), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, including the deemed issuance of the Existing Letters of Credit (each such event, a “Credit Event”), including, without limitation, the initial Credit Events occurring on the Effective Date, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuanceCredit Event (or, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent if any such representations and warranties are representation or warranty is expressly limited stated to an earlier have been made as of a specific date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier specific date). (cb) At the time of and immediately after giving effect to such Borrowing Credit Event, no Default shall have occurred and be continuing. (c) If the Credit Event involves the advancement by the Lenders of new or incremental Loans or the issuance, amendment, renewal or extension of such Letter new or incremental Letters of Credit, the Administrative Agent shall have received a certificate from a Financial Officer of the Company (i) demonstrating that the “Fixed Charge Coverage Ratio” (under and as applicabledefined in the Senior Subordinated Note Indenture) for the Company’s four most recently ended full fiscal quarters for which internal financial statements are available immediately preceding the date of such requested Credit Event would have been at least 2.0 to 1.0, determined on a pro forma basis giving effect to such Credit Event (including a pro forma application of the Borrower net proceeds therefrom), as if the “Indebtedness” (under and its Restricted Subsidiaries shall not have Excess Cash as defined in an amount greater than the Excess Cash ThresholdSenior Subordinated Note Indenture) represented by such Credit Event had been incurred at the beginning of such four-quarter period and (ii) certifying that the Loans or Letters of Credit comprising such Credit Event are permitted to be incurred as “Indebtedness” under and as defined in the Senior Subordinated Note Indenture, and constitute “Designated Senior Debt” and “Senior Debt” thereunder. (d) The receipt by No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, each Lender from making the Administrative Agent requested Loan or the Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount of a Borrowing Request or participating in accordance with Section 2.03 or a request for a the Letter of Credit in accordance with Section 2.08(b)requested to be issued, as applicablerenewed, extended or increased. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 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 Section 6.02(aparagraphs (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)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Credit Party set forth in the 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 that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (bc) Each The delivery of the representations and warranties a certificate in a form reasonably acceptable to Administrative Agent signed by a Responsible Officer of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately Representative certifying that after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, Holdings is in pro forma compliance with (x) the Borrower Consolidated Leverage Ratio and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than (y) at any time from and after the Excess Cash Threshold. (d) The receipt by the Administrative Agent and the Lenders of a Borrowing Request in accordance with the financial statements for the fiscal quarter ending March 31, 2011 pursuant to Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b5.01(b), the Interest Coverage Ratio, in each case, set forth in Section 6.14 as applicable. Each request of the end of the most recently ended fiscal quarter for a which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 5.01, calculated as though such Borrowing and each request for or the issuance, amendment, renewal or extension of such Letter of Credit occurred as of the first day of the trailing four fiscal quarter period ending on such date; provided that for purposes of determining compliance with the Consolidated Leverage Ratio covenant on the Effective Date and on any date of determination prior to the receipt by the Administrative Agent and the Lenders of the financial statements for the fiscal quarter ending December 31, 2010 pursuant to Section 5.01(b), Consolidated EBITDA shall be calculated by annualizing the sum of (a) Consolidated EBITDA for the period from and including October 1, 2010 through and including November 30, 2010 plus (b) the projected Consolidated EBITDA previously provided to the Administrative Agent for the month ending December 31, 2010; provided, further that for purposes of determining compliance with the Consolidated Leverage Ratio covenant on any date of determination from and after receipt by the Administrative Agent and the Lenders of the financial statements for the fiscal quarter ending December 31, 2010 and prior to the receipt by the Administrative Agent and the Lenders of the financial statements for the fiscal quarter ending March 31, 2011, in each case, pursuant to Section 5.01(b), Consolidated EBITDA shall be calculated by annualizing Consolidated EBITDA for the period from and including October 1, 2010 through and including December 31, 2010; provided, further that any year-end adjustments reflected in the audited financial statements of Holdings for the year ending December 31, 2010, arising from any events or circumstances occurring prior to October 1, 2010, shall be excluded for purposes of calculating Consolidated EBITDA so long as such adjustments are not on-going adjustments or otherwise applicable to the period from and after October 1, 2010 or any portion thereof. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Credit Parties on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) and (c)) of this Section.

Each Credit Event. The obligation of each any Lender to make a Loan on the occasion of any Borrowing Credit Extension hereunder (including the initial fundingBorrowing hereunder), and of which in each Issuing Bank to issue, amend, renew or extend any Letter of Creditcase shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, is subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and of the other Loan Documents to which it is a party, shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, both before and immediately after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.2 and after the delivery of any statements furnished pursuant to Sections 5.1(a) and 5.1(b), the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.1(a) and 5.1(b), respectively; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each continuing and the Required Lenders shall not have demanded payment of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.Obligations; (c) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, the Borrower and its Restricted Subsidiaries total Revolving Credit Exposures shall not have Excess Cash in an exceed the Revolving Line Portions, the aggregate outstanding principal amount greater of Bridge Loans shall not exceed the Bridge Loan Sublimit and the Bridge Loan Cushion shall not be less than 150% of the Excess Cash Threshold.aggregate outstanding principal amount of Bridge Loans; (d) The receipt by the Administrative Agent of shall have received a Borrowing Request Request, in accordance with Section 2.03 or the requirements of this Agreement; (e) following a Conversion to Approving Lenders Funding Date, no Approving Lender’s Credit Exposure shall exceed such Approving Lender’s Revolving Line Portion; and (f) each request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit Extension shall be deemed to constitute a representation and warranty by the Borrower that after giving effect to such Credit Extension and, if applicable, the acquisition by the Borrower (with the proceeds of such Credit Extension) of assets which are eligible for inclusion in the Borrowing Base, the Borrower shall have sufficient Collateral subject to the first priority perfected Lien of the Administrative Agent that is eligible for inclusion in the Borrowing Base which, when subject to the applicable advance rates set forth in the definition of “Borrowing Base”, shall be in an amount that exceeds all outstanding Credit Extensions. The Borrower shall be deemed to make a representation and warranty to Administrative Agent and the Lenders on the date thereof of each Credit Extension hereunder as to the matters specified in Section 6.02(aclauses (a), (b), (c) and (c)e) of this Section 4.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)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: conditions:(i) in the case of a Loan made in connection with a Specified Purchase, the Specified Representations (a) At the time of and immediately after giving effect to such Borrowing 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 such any Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) in the date case of such Borrowing any Loan or the date of issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct Credit (other than a Loan made in all material respects (except for those which have connection with a materiality qualifier, which shall be true and correct Commitment Increase in all respects as so qualifiedconnection with a Specified Purchase) as of such specified earlier date. (c) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; and (c) either (i) the Borrower Covered Debt Amount (immediately after giving effect to such extension of credit and its Restricted Subsidiaries any Concurrent Transaction) shall not have Excess Cash in an amount greater than exceed the Excess Cash Threshold. (d) The receipt by Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent of a or (ii) the Borrower shall have delivered an updated Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for Base Certificate demonstrating that the issuance, amendment, renewal or Covered Debt Amount (after giving effect to such extension of credit and any Letter Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit and any concurrent acquisitions of Portfolio Investments or, any Concurrent 128 Revolving 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), (b) and (c).Term Loan Agreement

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each Issuing Bank to issue, amendamend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that the following conditions shall not apply to any extensions of credit or Borrowings under Section 2.20 or Section 2.23: (a) i. The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct 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 the case may be; 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 or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. ii. At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantorsiii. The Administrative Agent or, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) 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 if applicable, the Borrower and its Restricted Subsidiaries Swingline Lender, shall not have Excess Cash in received an amount greater than the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a executed Borrowing Request in accordance with Section 2.03 the requirements hereof or a request for a Letter the Loan Parties shall have complied with the requirements of Credit in accordance with Section 2.08(b2.05(b), as applicable. Each request for Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each request for the issuance, amendmentamendment (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renewal or extension of any a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof of the applicable Borrowing as to the matters specified in Section 6.02(a), clauses (a) and (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), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or before and after giving effect to such Borrowing and to the date application of issuanceproceeds therefrom, amendment, renewal or extension as though made on and as of such Letter of Creditdate; provided that, as applicable, except to the extent any that such representations and warranties are expressly limited specifically refer to an earlier datedate or period, 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 they shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects as so qualified) as on the date of such specified Credit Extension or on such earlier date, as the case may be (after giving effect to such qualification). (cb) At the time of and immediately after giving effect to such Borrowing Borrowing, no Default or Event of Default shall have occurred and be continuing. (c) Solely to the issuanceextent that immediately after giving effect to such Borrowing, amendmentthe aggregate outstanding principal amount of Loans represents more than 30% of the aggregate Commitments, renewal or extension at the time of and immediately after giving effect to such Letter of Credit, as applicableBorrowing, the Borrower shall be in compliance with the covenants set forth in Section 6.08 and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than Section 6.09 for the Excess Cash ThresholdTest Period most recently ended on a pro forma basis. (d) Solely to the extent that immediately after giving effect to such Borrowing, the aggregate outstanding principal amount of Loans represents more than 30% of the aggregate Commitments, at the time of and immediately after giving effect to such Borrowing, the Borrower shall be in compliance with the Guarantor Coverage Test for the Test Period most recently ended. (e) The receipt by the Administrative Agent shall have received a notice of borrowing in accordance with Article II hereof. Each Borrowing (provided that a conversion or a continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit this Section) 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(aparagraphs (a), (b), and, if applicable, (c) and (c)d) 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)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower, the Company and each 57 Subsidiary Guarantor set forth in any of the 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. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (bc) Each of The Borrower has not received written notice from the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of Required Lenders that an event has occurred since the date of such Borrowing this Agreement which has had, and continues to have, or the date of issuanceis reasonable likely to have, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier dateMaterial Adverse Effect. (cd) At the time The making of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, on such date does not violate any Requirement of Law and is not enjoined, temporarily, preliminary or permanently. (e) The Administrative Agent shall have received a Borrowing Base Certificate, dated as of the Borrower date of the proposed Borrowing and its Restricted Subsidiaries signed by the President, a Vice President or a Financial Officer of the General Partner, satisfactory to the Administrative Agent, together with (to the extent not previously delivered) copies of the Eligible Project Documents in respect of each Eligible Project listed thereon. (f) In the event that such Loan is to be made or such Letter of Credit is to be issued, amended, renewed or extended prior to the Conversion Date, the Administrative Agent shall have received Mortgage Documents in respect of each of the Eligible Projects included for purposes of the Borrowing Base, including, without limitation, the payments specified in clause (g) of the definition of Mortgaged Documents. (g) The Administrative Agent shall not have Excess Cash in an amount greater than the Excess Cash Thresholdreceived a Notice of Breach. (dh) The receipt by Administrative Agent shall have received such additional documents, information and materials as any Lender, through 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)Agent, as applicablemay reasonably request. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a), paragraphs (a) and (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)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of Borrower, the Company and each Subsidiary Guarantor set forth in any of the 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. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (bc) Each of Borrower has not received written notice from the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of Required Lenders that an event has occurred since the date of such Borrowing this Agreement which has had, and continues to have, or the date of issuanceis reasonable likely to have, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier dateMaterial Adverse Effect. (cd) At the time The making of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, on such date does not violate any Requirement of Law and is not enjoined, temporarily, preliminary or permanently. (e) The Administrative Agent shall have received a Borrowing Base Certificate, dated as of the Borrower date of the proposed Borrowing and its Restricted Subsidiaries signed by the President, a Vice President or a Financial Officer of the General Partner, satisfactory to the Administrative Agent, together with (to the extent not previously delivered) copies of the Eligible Project Documents in respect of each Eligible Project listed thereon. (f) In the event that such Loan is to be made or such Letter of Credit is to be issued, amended, renewed or extended, the Administrative Agent shall have received Mortgage Documents in respect of each of the Eligible Projects included for purposes of the Borrowing Base, including, without limitation, the payments specified in clause (g) of the definition of Mortgaged Documents. (g) The Administrative Agent shall not have Excess Cash in an amount greater than the Excess Cash Thresholdreceived a Notice of Breach. (dh) The receipt by Administrative Agent shall have received such additional documents, information and materials as any Lender, through 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)Agent, as applicablemay reasonably request. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a), paragraphs (a) and (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), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At to the time of and immediately after giving effect extent applicable to such Borrowing, receipt by the Administrative Agent of a Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.Request pursuant to Section 2.03; (b) Each immediately after such Borrowing, (i) the Revolving Credit Exposure will not exceed the Available Commitment, (ii) with respect to each Lender, such Lender’s Applicable Percentage of the Revolving Credit Exposure will not exceed such Lender’s Revolving Credit Commitment and (iii) the sum of the outstanding amount of the Term Loans and the Revolving Credit Exposure will not exceed the Available Commitment; (i) the representations and warranties of the any Borrower and the Guarantors, Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuanceBorrowing; provided, amendment, renewal or extension of such Letter of Credit, as applicable, except that to the extent any such representations and warranties are expressly limited to an earlier were made as of a specific 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 same shall continue to be have been true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. specific date and (ii) there are no material adverse changes to its financial condition since the date of delivery of the financial information most recently delivered by the Borrower pursuant to Sections 5.01(a) or (c) At that would cause such Borrower Party to be in breach of its obligations pursuant to Section 6.12 as if such obligations were tested as of such date; (d) at the time of and immediately after giving effect to such Borrowing Borrowing, no Default shall have occurred and be continuing; provided, however, so long as no Default that could, with the passage of time, become an Event of Default pursuant to Section 7.01(a), (g) or the issuance(h) shall exist, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. this clause (d) The shall not prevent the conversion or continuation of existing Loans; (e) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain, the making or repayment of the Loans or any participations therein or the consummation of the transactions contemplated by this Agreement; (f) receipt by the Administrative Agent of a Compliance Certificate, dated as of such date and signed by a Financial Officer of Borrower, demonstrating compliance with the Financial Covenants determined on a pro-forma basis on such date after giving effect to such Borrowing, together with customary supporting documentation and supplemental reporting as agreed upon between the Administrative Agent and Borrower; (g) receipt by Administrative Agent of a completed Borrowing Request in accordance with Base Certificate, setting forth all of the information and certifications required pursuant to Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b5.01(f), dated as applicableof such date; (h) no event which results in a Material Adverse Effect shall have occurred, as reasonably determined by the Administrative Agent; and (i) the Administrative Agent shall have received, for its and any other Lender’s account, all fees due and expenses, including the reasonable fees and expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, then due and payable pursuant to the terms of the Loan Documents. 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 Parties on the date thereof as to the matters specified in Section 6.02(a), (b) and (c)the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan (but excluding Loans, the proceeds of which are to reimburse the Administrative Agent for Agent Advances) on the occasion of any Borrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.exist; (b) Each at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of the Borrower and the Guarantors, Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited relate to an earlier date, 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, case such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.), in each case before and after giving effect thereto; (c) At since the date of the financial statements of the Company described in Section 4.5, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Administrative Borrower shall have delivered the required Notice of Borrowing, if applicable; (e) Excess Availability at the time of any request for a Borrowing or issuance, of a Letter of Credit hereunder is greater than or equal to the amount of such requested Loan or Letter of Credit; and (f) the Administrative Agent shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower Issuing Bank will not be required to issue any Letter of Credit or to extend, renew or amend any outstanding Letter of Credit and its Restricted Subsidiaries shall the Swingline Lender will not have Excess be required to make any Swingline Loan, unless the Issuing Bank or the Swingline Lender, as the case may be, is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrowers Cash Collateralizing the obligations of the Borrowers in respect of such Letter of Credit or Swingline Loan in an amount greater than at least equal to the Excess Cash Threshold. aggregate amount of the obligations (dcontingent or otherwise) The receipt by the Administrative Agent of a Borrowing Request such Defaulting Lender in accordance with Section 2.03 or a request for a respect of such Letter of Credit or Swingline Loan, or makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in accordance with Section 2.08(b)their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that no such Cash Collateralization will constitute a waiver or release of any claim the Borrower, as applicablethe Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender. Each request for a Borrowing and each request for the issuance, amendment, extension or renewal or extension of 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 Section 6.02(aparagraphs (a), (b) and (c)) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, each Loan Party set forth in this Agreement and in the other Loan Documents to which it is a party shall be true and correct in all material respects (except for those which have other than representations and warranties that are subject to a Material Adverse Effect or a 88 4145-1594-0167.14145-1594-0167.7 materiality qualifier, in which case such representations and warranties shall be true and correct in all respects as so qualifiedcorrect) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited relate 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, case such representations and warranties shall continue to be true and correct in all material respects (except for those which have other than representations and warranties that were subject to a Material Adverse Effect or a materiality qualifier, in which case such representations and warranties shall be have been true and correct correct) in all respects as so qualified) each case as of such specified earlier date. (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower no Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe continuing. (dc) The receipt by With respect to the Administrative Agent issuance of a Borrowing Request any Letter of Credit or the making of any Swingline Loan, there is no Defaulting Lender at the time such Swingline Loan is to be made or Letter of Credit is to be issued, unless the L/C Exposure or Swingline Exposure of such Defaulting Lender is re-allocated to non-Defaulting Lenders and/or the Borrower has Cash Collateralized or made other arrangements with respect to any such non-reallocated Exposure of such Defaulting Lender all in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable2.22. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by STX and the Borrower on the date thereof as to the matters specified in Section 6.02(a), clauses (a) and (b) and (c)of this Section 4.02. For purposes of the foregoing, the term “Borrowing” shall not include the continuation or conversion of Loans in which the aggregate amount of such Loans is not being increased.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At (i) as of the time Effective Date, each of the HD Supply Acquisition Agreement Representations and immediately after giving effect the Specified Representations shall be true, correct, and complete, in all material respects (except that any representations and warranties which is subject to such any materiality qualifier shall be true, correct and complete in all respects), and (ii) at and as of the date of each Borrowing or the issuance, amendment, renewal or extension of such any Letter of CreditCredit made after the Effective Date, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, Anixter set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a that such materiality qualifier, which qualifier shall not be true applicable to any representations and correct warranties that already are qualified or modified by materiality in all respects as so qualifiedthe text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, as though made on and as of such date (except to the extent any that such representations and or warranties are expressly limited related solely 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, case such representations and warranties shall continue to be true and correct in all material respects (except for those which have a that such materiality qualifier, which qualifier shall not be true applicable to any representations and correct warranties that already are qualified or modified by materiality in all respects as so qualifiedthe text thereof) as of such specified earlier date). (b) (i) as of the Effective Date, no Potential Amortization Event or Amortization Event (other than an Amortization Event described in clause (c) At of Article IX (or a related Potential Amortization Event) not in respect of the time Specified Representations and the “Specified Representations” under and as defined in the Inventory Facility Credit Agreement) shall have occurred and be continuing, nor shall either result from the making of and immediately after giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, made after the Borrower Effective Date; (ii) at and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than as of the Excess Cash Threshold. (d) The receipt by date of each Borrowing or the Administrative Agent issuance, amendment, renewal or extension 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)made after the Effective Date, as applicable. Each request for a no Potential Amortization Event or Amortization Event shall have occurred and be continuing, and (iii) no Protective Advance shall be outstanding. (c) After giving effect to any Borrowing and each request for or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No Borrowing Base Deficiency exists or will result from the making of such Loan or issuance, amendment, renewal or extension of any Letter of Credit. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b), (c) and (c)d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the 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 Except as expressly set forth in Section 2.19 the obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Term Benchmark Loan following the initial fundingexpiration of the applicable Interest Period), and of each the Issuing Bank Banks to issue, amend, renew review or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, at any time after the financial statements are delivered pursuant to Section 5.01(b) for the fiscal quarter ended September 30, 2022, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a) or Section 5.01(b) (subject, in the case of unaudited financial statements furnished pursuant to Section 5.01(b), to year-end audit adjustments and the absence of footnotes), (ii) to the extent any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects as of such earlier date and (except for those which have a iii) to the extent that such representations and warranties are already qualified or modified by materiality qualifieror words of similar effect in the text thereof, which they shall be true and correct in all respects as so qualified) as of such specified earlier daterespects. (cb) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or increase of a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request. (d) The applicable Issuing Bank(s) shall have received all documentation and assurances required under Section 2.21 or otherwise as shall be reasonably required by it in connection therewith. (e) At the time of and immediately after giving effect to such Borrowing, or issuance, amendment, extension or increase of such a Letter of Credit, as applicable, the Borrower shall be in compliance with (i) at any time on or prior to September 30, 2023, the covenant set forth in Section 6.07(a) and its Restricted Subsidiaries shall not have Excess Cash (ii) at any time after September 30, 2023, the covenants set forth in an amount greater than the Excess Cash Threshold. (dSection 6.07(b) The receipt by the Administrative Agent of a Borrowing Request in accordance with and Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b6.07(c), as applicable. Each request for a Borrowing and each request for the or issuance, amendment, renewal extension or extension increase of any a Letter of Credit Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in Section 6.02(aparagraphs (a), (b) and (c)e) of this Section 4.02 have been satisfied as of the date thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, each Loan Party set forth in this Agreement and in the other Loan Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited relate to an earlier date, 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, case such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower no Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe continuing. (dc) The receipt by At the Administrative Agent of a time of, and after giving effect to, such Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit, (i) the total Domestic A Revolving Exposures shall not exceed the total amount of the Domestic A Commitments, (ii) the total Domestic B Revolving Exposures shall not exceed the total amount of the Domestic B Commitments, (iii) the total Canadian Revolving Exposures shall not exceed the total amount of the Canadian Commitments, (iv) the total Revolving A Exposures exceeding the lesser of (A) the total amount of the Domestic A Commitments plus the Canadian Commitments and (B) the Borrowing Base A then in effect and (v) the total Revolving Exposures shall not exceed the lesser of (A) the total amount of the Commitments and (B) the Aggregate Borrowing Base then in effect. (d) The Administrative Agent shall have received an Officers’ Certificate (as defined in the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture) of the Parent Borrower, dated the date of such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit (delivered, and containing a statement that it was delivered, in good faith after reasonable investigation) to the effect that such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, does not violate the provisions of the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture (including a reasonably detailed summary as to the calculations necessary to determine the absence of any such violation). The making of any Loan on the occasion of each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (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)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality, Material Adverse Effect or a dollar threshold in the text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.and (c) At the time of and immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a any Letter of Credit in accordance with Section 2.08(b)(i) U.S. Availability shall not be less than zero, as applicable(ii) Canadian Availability shall not be less than zero, and (iii) Aggregate Availability shall not be less than zero. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 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 Section 6.02(aparagraphs (a), (b) and or (c)) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize the Canadian Administrative Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of the Lenders from time to time if the Administrative Agent believes that making such Loans or issuing 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 a any Loan (including, on the occasion of any Borrowing (including First Amendment Effective Date, the initial fundingInitial 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) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing 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 such any Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier specific date.; (ci) At 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 Borrowing Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) the Borrower aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and its Restricted Subsidiaries any Concurrent Transaction) shall not have Excess Cash in an amount greater than exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a the Borrowing and each request for or the issuance, amendment, renewal or extension of any 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 Section 6.02(a), (b) and (c)the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and contained in each of the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifieror, which shall be true with respect to any representation and correct warranty qualified by materiality, Material Adverse Effect or similar language, in all respects as so qualified(after giving effect to any qualification therein)) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any that such representations and warranties are expressly limited specifically refer 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 case they shall continue to be true and correct in all material respects (or, with respect to any representation and warranty qualified by materiality, Material Adverse Effect or similar language, in all respects (after giving effect to any qualification therein)) as of such earlier date, and except that (i) for those which have a materiality qualifierpurposes of this Section 4.2, which the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent annual and quarterly financial statements furnished pursuant to Sections 5.1(a) and (b), respectively and (ii) the representations and warranties contained in Sections 3.4(b) and 3.6 need only be true and correct in all respects as so qualified) and shall only be made as of such specified earlier datethe date of this Agreement. (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent and, if applicable, the Borrower and its Restricted Subsidiaries Issuing Bank or the Swingline Lender shall not have Excess Cash received a Request for Credit Extension in an amount greater than accordance with the Excess Cash Thresholdrequirements hereof. (d) The receipt by In the Administrative Agent case of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit to be denominated in accordance with Section 2.08(b)an Alternative Currency, as applicablesuch currency remains an Eligible Currency. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower (or with respect to a Letter of Credit Application, any applicable Subsidiary) on the date thereof as to the matters specified in Section 6.02(a), paragraphs (a) and (b) of this Section. In connection with the establishment of, and initial draw under, an Incremental Increase on the Incremental Effective Date with respect thereto, clauses (a) and (cb) above shall be superseded by the provisions of Section 2.20(e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The Borrower shall have submitted a Borrowing Request in accordance with Section 2.05 or a request for the time issuance of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such a Letter of CreditCredit in accordance with Section 2.07, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, each Credit Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a without duplication of any materiality qualifier, which shall be true and correct in all respects as so qualifiedqualifier contained therein) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable except to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which case they shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower no Default or Material Adverse Effect shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe continuing. (d) The receipt by At the Administrative Agent time of a and immediately after giving effect to such Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of 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 and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (b), (b) and (c), (d), (e), (f), (g) and, if applicable, (h) 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)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower Loan Parties and the Guarantors, Non-Recourse Pledgors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects with the same effect as so qualified) though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent applicable (it being understood and agreed that any such representations and warranties are expressly limited to an earlier date, in representation or warranty which case, on and by its terms is made as of the a specified 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 be required to be true and correct in all material respects (except for those only as of such specified date, and that any representation or warranty which have a is subject to any materiality qualifier, which qualifier shall be required to be true and correct in all respects as so qualified) as of such specified earlier daterespects). (cb) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower (1) no Default or Event of Default shall have occurred and its Restricted Subsidiaries be continuing and (1) no Protective Advance shall not have Excess Cash in an amount greater than the Excess Cash Thresholdbe outstanding. (dc) The receipt by the Administrative Agent of a After giving effect to any Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) The making of such Loans or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, shall not be prohibited by, or subject the Administrative Agent, any Lender or any Issuing Bank to, any penalty or onerous condition under any applicable law. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) and (c)) of this Section 4.02. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) 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, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother than pursuant to a Mandatory Borrowing), and of each Issuing Bank to issue, amendamend (other than in a manner that does not increase the maximum stated amount of such Letter of Credit), renew renew, or extend any Letter of Credit, the effectiveness of any Commitment Increase pursuant to Section 2.19, the effectiveness of any Incremental Facilities pursuant to Section 2.20 and the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, is subject to the satisfaction (or waiver in accordance with Section 9.2) of the following conditions: (a) At Solely in the time case of and immediately after giving effect to such Borrowing or a Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency Administrative Agent shall have occurred and be continuingreceived a Borrowing Request in accordance with Section 2.3. (b) Each of the All representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of the making of such Borrowing or the date of Loan, such issuance, amendment, amendment renewal or extension of such Letter of Credit, or the effectiveness of such Commitment Increase, Incremental Facility or extension, as applicable, except that (i) to the extent that any such representations and warranties are expressly limited representation or warranty is stated to relate solely 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 it shall continue to be true and correct in all material respects as of such earlier date, (except for those which have a materiality qualifierii) any representation and warranty that is qualified as to “materiality”, which “Material Adverse Effect” or similar language shall be true and correct in all respects as so qualified) as of such specified earlier daterespects. (c) At the time of and immediately after giving effect to the making of such Borrowing or the Loan, such issuance, amendment, renewal or extension of such Letter of Credit, or the effectiveness of such Incremental Facility, as applicable, the Borrower no Default or Event of Default shall have occurred and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (d) be continuing. The receipt by the Administrative Agent making 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)each Loan, as applicable. Each request for a Borrowing and each request for 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 any each Letter of Credit and the effectiveness of each Incremental Facility shall be deemed to constitute a representation and warranty by each Borrower that the Borrower on the date thereof as to the matters conditions specified in Section 6.02(a), 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 #97249008v1998375113v7 contemplated thereby) and the reference in Section 4.2(c) to the absence of any Default or Event of Default shall be disregarded unless the Lenders providing the applicable Incremental Facility expressly require the absent of specified Events of Default, in which case such specified Events of Default shall be no broader than the types described in Section VII(a), Section VII(b), Section VII(h), and Section VII(i).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each any U.S. Issuing Bank or Canadian Issuing Bank to issue, amend, renew or extend any U.S. $ Letter of Credit or C $ Letter of Credit, as the case may be, is subject 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 in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such U.S. $ Letter of Credit or C $ Letter of Credit, as applicable, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties, shall, to such extent, be true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such U.S. $ Letter of Credit or C $ Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At With respect to any Delayed Draw Term Borrowing, at the time of and immediately after giving effect to such Borrowing (and the Permitted Acquisition financed in connection therewith), the Senior Leverage Ratio shall not exceed (i) on any date prior to June 5, 2000, 4.20 to 1.00 and (ii) on June 5, 2000 or any date thereafter, 4.15 to 1.00. (d) The U.S. Administrative Agent and, in the case of a C $ Revolving Borrowing, the Canadian Administrative Agent, shall have received a Borrowing Request executed by the U.S. Borrower, and, in the case of a C $ Revolving Borrowing, the Canadian Borrower. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a U.S. $ Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any C $ Letter of Credit shall be deemed to constitute a representation and warranty by Parent and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(a), paragraphs (a) and (b) and of this Section and, with respect to any Delayed Draw Term Borrowing, paragraph (c)) of this Section.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother than a conversion or continuation of an outstanding Borrowing and other than a Borrowing to reimburse an LC Disbursement made pursuant to Section 2.03(e), ) and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is shall be subject to the satisfaction of the following conditions: (a1) The representations and warranties of the Borrower set forth in this Agreement and in the other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material to the rights or interests of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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. (2) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the aggregate Credit Exposure shall not exceed the Borrowing Base Availability then in effect. (3) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or Borrowing Base Deficiency (b) shall have occurred and be continuing. (b) Each The obligation of each Lender to make a Loan on the occasion of any Borrowing deemed to have been requested by the Borrower to reimburse an LC Disbursement pursuant to Section 2.03(e) shall be subject to the satisfaction of 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 conditions that (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualifiedi) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At at the time of and immediately after giving effect to such Borrowing, no Event of Default shall have occurred and be continuing, and (ii) after giving effect to such Borrowing, the aggregate Credit Exposure shall not exceed the Borrowing or the Base Availability then in effect. (c) Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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(aclauses (1), (b2) and (c)3) of paragraph (a) above or in paragraph (b) above, as the case may be.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditionsconditions and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.exist; (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than delivered the Excess Cash Threshold.required Notice of Borrowing; (d) The receipt for any Borrowing of Delayed Draw A-1 Term Loans or Delayed Draw A-2 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 (b); and (e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Administrative Agent Borrower of a Borrowing Request in accordance with Section 2.03 of a Swingline Loan or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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 Section 6.02(a), paragraphs (a) and (b) and (c)of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries Aggregate Revolving Exposure shall not have Excess Cash exceed the Borrowing Base then in an amount greater than the Excess Cash Thresholdeffect. (d) The receipt In the case of any Borrowing, if (i) after giving effect thereto, the aggregate principal amount of Loans outstanding shall exceed $10,000,000 and (ii) the Borrowing Base Form most recently delivered by the Borrower pursuant to Section 5.01 (f) shall have been a Modified Borrowing Base Certificate, the Administrative Agent shall have received, not later than five Business Days prior to such Borrowing, a completed Borrowing Base Certificate, calculating, setting forth and certifying the Borrowing Base, Excess Availability, Agency Exposure Information, Liquidity and the aggregate amount of Designated Secured Other Obligations as of the close of business on the last day of the fiscal month for which a Borrowing Request in accordance with Base Form shall have been most recently required to be delivered pursuant to Section 2.03 5.01(f). On the date of any Borrowing (other than a Protective Advance) or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit Credit, the Borrower shall be deemed to constitute have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a representation and warranty by Letter of Credit, the Borrower on Aggregate Revolving Exposure (or any component thereof) shall not exceed the date maximum amount thereof as to (or the matters maximum amount of any such component) specified in Section 6.02(a)2.01, (b2.04(a) and (cor 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) 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 (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a any Letter of Credit in accordance with Section 2.08(b)(i) U.S. Availability shall not be less than zero, as applicable(ii) Canadian Availability shall not be less than zero, (iii) Aggregate Availability shall not be less than zero and (iv) either (A) U.S. Availability shall exceed 10% of the U.S. Borrowing Base or (B) the Fixed Charge Coverage Ratio shall exceed 1.10 to 1.00. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 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 Section 6.02(aparagraphs (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)Borrowing, and of each Issuing Bank to issue, amendamend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Sections 2.21 or 2.24: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct 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 the case may be; 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 or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (bc) Each of The Administrative Agent or, if applicable, the representations and warranties of Swingline Lender, shall have received an executed Borrowing Request in accordance with the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing requirements hereof or the date Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for after the issuance, amendment, renewal or extension of any Letter of Credit Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof of the applicable Borrowing as to the matters specified in Section 6.02(a), clauses (a) and (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)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in this Agreement and the Loan Documents shall be true and correct 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, if they are not true and correct, the applicable Administrative Agent and the Required Lenders shall have determined to make any Loan or instruct the Issuing Bank to issue any Letters of Credit, notwithstanding that such representation or warranty is untrue or incorrect. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuingcontinuing or, if there then shall be any Default or Event of Default, the applicable Administrative Agent and the Required Lenders shall have determined to make such Borrowing or instruct the Issuing Bank to issue such Letter of Credit notwithstanding such Default or Event of Default. (bc) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such After giving effect to any Borrowing or the date issuance of any Letter of Credit, (i) US Availability equal or exceed $1.00; (ii) UK Availability equal or exceed $1.00; and (iii) Belgian Availability equal or exceed $1.00; provided that if the condition in clause (c)(i) is satisfied but either conditions in clause (c)(ii) or (c)(iii) is not satisfied, the US Borrowers may request Borrowings, the proceeds of which are used to cure the failure to meet the condition(s) in clauses (c)(ii) or (c)(iii) or both; provided further that such Borrowing is requested not later than two US Business Days after the failure to satisfy such clause (c)(ii) or (iii). Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 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 Section 6.02(aparagraphs (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)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement 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 that any representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to materiality or material adverse effect shall, after giving effect to such qualifications as set forth therein, be true and correct in all respects; provided further, that in the case of any Additional Tranche Term Loans, the proceeds of which will be used to finance a Limited Condition Acquisition, the foregoing will be limited to those representations and warranties required by the Lenders providing such Additional Tranche Term Loans. (a) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. ; provided, that, in the case of any Additional Tranche Term Loans, the proceeds of which will be used to finance a Limited Condition Acquisition, this clause (b) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true limited to Specified Events of Default. Each Borrowing and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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), paragraphs (a) and (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)Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation or warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except that representations or warranties that are made as of a specific earlier date shall be true and correct in all material respects as of such earlier date), except to the extent of changes resulting from transactions permitted by this Agreement. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (bc) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such After giving effect to any Borrowing or the date issuance of any Letter of Credit, Availability is not less than zero. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of 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 Section 6.02(aparagraphs (a), (b) and (c)) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the 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 a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the representations and warranties of each Loan Party set forth in the 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, except to the extent such representations and warranties expressly relate to an earlier or later date, as applicable; and (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each ; PROVIDED, HOWEVER, that for purposes of determining the satisfaction of the conditions set forth in this Section 4.03 in connection with the making of the Delayed Draw Term Loans on the Delayed Draw Funding Date, (i) the reference in Section 3.04(d) of this Agreement to a "material adverse change" shall be deemed to refer solely to a "Material Adverse Effect" (as defined in the Securities Purchase Agreement) and (ii) the accuracy of all representations and warranties set forth in the Loan Documents (other than (A) representations and warranties of AmSan relating to due organization, execution, delivery and enforceability of the Borrower Loan Documents and (B) such other representations and warranties of AmSan in the Securities Purchase Agreement as are relevant to the interests of the Lenders, but, in the case of the immediately preceding clause (B), only to the extent that a breach of such representations and warranties would result in a failure of a condition to the consummation of the AmSan Acquisition) and the Guarantors, set forth in this Agreement and in the other Loan Documents absence of a Default shall be true determined before giving effect to the AmSan Acquisition. Each Borrowing and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 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 Section 6.02(a), paragraphs (a) and (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)Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as the case may be; 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 “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicablethe case may be, no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (bc) Each In the case of the representations and warranties any Borrowing of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing Revolving Loans or the date of issuance, amendment, renewal amendment or extension of such any Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At the time of and immediately after giving effect to the incurrence of such Borrowing Revolving Loans or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, the Borrower aggregate outstanding Revolving Exposures would not exceed (i) during the Limited Availability Period, the lesser of (x) the Availability Cap and its Restricted Subsidiaries shall not have Excess Cash (y) the aggregate Revolving Commitments then in an amount greater than effect, and (ii) at any other time, the Excess Cash Thresholdaggregate Revolving Commitments then in effect. (d) The receipt by In the Administrative Agent case of a any Borrowing Request in accordance with Section 2.03 of Revolving Loans, or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal 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 (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, 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 to that the matters conditions specified in Section 6.02(aparagraphs (a), (b) and (c)d) (to the extent then-applicable) of this Section have been satisfied.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), an Incremental Term Loan and other than pursuant to a Mandatory Borrowing) and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, the effectiveness of any Commitment Increase pursuant to Section 2.19 and the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension making of such Letter of CreditLoan, Commitment Increase or extension, as applicable, except that (i) to the extent any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects as of such earlier date and (except for those which have a materiality qualifierii) any representation and warranty that is qualified as to “materiality”, which “Material Adverse Effect” or similar language shall be true and correct in all respects as so qualified) as of such specified earlier daterespects. (cb) At the time of and immediately after giving effect to such Borrowing Loan, Commitment Increase or the extension, as applicable, no Default or Event of Default shall have occurred and be continuing. Each making of a Loan, each issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, each extension of the Borrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b), as applicable. Each request for a Borrowing Maturity Date and each request for the issuance, amendment, renewal or extension of any Letter of Credit Commitment Increase shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in Section 6.02(a), paragraphs (a) and (b) 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 incurrence of Incremental Term Loans, if the proceeds of such Incremental Term Loans 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 TL Lenders so agree, the reference in Section 4.2(a) 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 (cincluding 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 Borrower or relevant Affiliates thereof not to consummate the transactions contemplated thereby).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingfunding and the funding of any Incremental Term Loan), and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Default or Event of Default or Borrowing Base Deficiency (including, without limitation, compliance with all financial covenants contained in Section 9.01) shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those unless already qualified by materiality in which have a materiality qualifier, which case such applicable representation and warranty shall be true and correct in all respects as so qualifiedcorrect) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those unless already qualified by materiality in which have a materiality qualifier, which case such applicable representation and warranty shall be true and correct in all respects as so qualifiedcorrect) as of such specified earlier date. (c) At the time of and immediately after giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries shall not there is exists no event or circumstance that could have Excess Cash in an amount greater than the Excess Cash Thresholda Material Adverse Effect. (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 (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the matters specified in Section 6.02(a), ) through (b) and (cd).

Each Credit Event. The obligation occurrence of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit Event hereunder is subject to the satisfaction of the following conditions:conditions that, on the date of such Credit Event, including each Borrowing in which Loans are refinanced as contemplated by Sec tion 2.05(a), but excluding each Borrowing in which Loans are continued or converted as contemplated in Section 2.05(b): (a) At In the time case of and immediately after giving effect to a Borrowing, the Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 or Section 2.04, as applicable, or, in the issuance, amendment, renewal or extension case of such an issuance of a Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency the Issuing Bank shall have occurred and be continuingreceived a notice in accordance with Section 2.15(b). (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and Article III hereof (except, in the other Loan Documents case of a refinancing of a Standby Borrowing with a new Standby Borrowing that does not increase the aggregate principal amount of the Loans of any Lender outstanding or in the case of an issuance of a Letter of Credit that does not increase the aggregate LC Exposure, the representations set forth in Sections 3.06 and 3.09(a)) shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or Credit Event with the date of issuance, amendment, renewal or extension same effect as though made on and as of such Letter of Credit, as applicabledate, except to the extent any such representations and warranties are expressly limited relate to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (c) At The Borrower shall be in compliance with all the terms and provisions set forth herein on its part to be observed or performed, and at the time of and immediately after giving effect to such Credit Event no Event of Default or Default shall have occurred and be continuing. Each Credit Event, excluding each Borrowing in which Loans are continued or the issuance, amendment, renewal or extension of such Letter of Credit, converted as applicable, the Borrower and its Restricted Subsidiaries shall not have Excess Cash contemplated in an amount greater than the Excess Cash Threshold. (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 in accordance with Section 2.08(b2.05(b), 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 of such Borrowing as to the matters specified in Section 6.02(a), paragraphs (b) and (c) of this Article IV (and, without limiting the foregoing, a representation and warranty that such Borrowing, or the incurrence of reimbursement obligations in respect of such Letter of Credit, is permitted under the Note Purchase Agreement).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Term Benchmark Loan following the initial fundingexpiration of the applicable Interest Period), and of each the applicable Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, and the effectiveness of any Commitment Increase pursuant to Section 2.18 (subject to the provisions of Section 1.04 in the case of any Commitment Increase for use in a Limited Condition Transaction) or any extension of the Maturity Date pursuant to Section 2.20 (each of the foregoing, a “Credit Extension”), is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of 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 any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects as of such earlier date and (except for those which have a iii) to the extent that such representations and warranties are already qualified or modified by materiality qualifierin the text thereof, which they shall be true and correct in all respects as so qualifiedrespects; (b) as At the time of and immediately after giving effect to such specified earlier date.Credit Extension, no Default shall have occurred and be continuing; and (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, the Borrower would be in compliance with the financial covenant set forth in Section 6.09 whether or not such covenant would otherwise be tested on and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than as of the Excess Cash Threshold. (d) The receipt by the Administrative Agent date of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of such Credit in accordance with Section 2.08(b), as applicableExtension. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit Extension shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in Section 6.02(a), paragraphs (a) and (b) and (c)of this Section have been satisfied as of the date thereof.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing (including the initial funding), 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) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the representations and warranties of the Borrower and the Guarantors, each RCC Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have unless the relevant representation and warranty already contains a materiality qualifierqualifier or, which in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the RCC Parties), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.05 through 2.08 of the Guarantee and Security Agreement, in each such case, such representation and warranty shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditLoan or, as applicable, except to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier specific date.; (cb) At at the time of and immediately after giving effect to such Borrowing Loan, no Default or Event of Default shall have occurred and be continuing; and (c) either (i) the issuance, amendment, renewal or aggregate Covered Debt Amount (after giving effect to such extension of such Letter of Credit, as applicable, the Borrower and its Restricted Subsidiaries credit) shall not have Excess Cash in an amount greater than exceed the Excess Cash Threshold. (d) The receipt by 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 a credit) shall not exceed the Borrowing Request in accordance with Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b6.01(g), 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 Section 6.02(a)the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (bwithout increase in the principal amount thereof) and (c)shall not be considered to be the making of a Loan.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) Each of the The representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited and draft financial statements furnished pursuant to clauses (a) and (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent any that such representations and warranties are expressly limited specifically refer 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 they shall continue to be true and correct in all material respects as of such earlier date and (except for those which have a iii) to the extent that such representations and warranties are already qualified or modified by materiality qualifieror words of similar effect in the text thereof, which they shall be true and correct in all respects as so qualified) as of such specified earlier daterespects. (cb) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, the Borrower no Default or Event of Default shall have occurred and its Restricted Subsidiaries be continuing. (c) The Administration Agent shall not have Excess Cash received a Borrowing Request and such other documentation and assurances as shall be reasonably required by it in an amount greater than the Excess Cash Thresholdconnection therewith. (d) The receipt Issuing Banks shall have received all documentation and assurances required under Section 2.19 or otherwise as shall be reasonably required by the Administrative Agent of a Borrowing Request it in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableconnection therewith. Each request for a Borrowing and each request for the or issuance, amendment, renewal extension or extension increase of any a Letter of Credit Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in Section 6.02(a), paragraphs (a) and (b) and (c)of this Section 4.02 have been satisfied as of the date thereof. Notwithstanding anything to the contrary herein, a conversion of a Borrowing to a different Type or a continuation of a Borrowing shall not be deemed to constitute a Borrowing for purposes of this Section 4.02.