Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make any new Loan, and of 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 shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b).

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend loan its Applicable Percentage of each Borrowing and the obligation of any Letter of 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) (i) 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 or Event of Default 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 and (ii) immediately before and after giving effect to such Borrowing, the Consolidated Cash Balance shall not be in excess of the Consolidated Cash Balance Threshold; (bc) The 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 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 continue to be true and correct in all material respects as of such specified earlier date, 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 respects.; (cd) Solely with respect the funding of such Borrowing or the issuance of such Letter(s) of Credit (as applicable) and all other Borrowings to be made and/or Letter(s) of Credit to be issued (as applicable) on the making 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 Loan hereunderLetter(s) of Credit, the principal amount aggregate Letter of such Loan plus the aggregate amount Credit Exposure of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) all Banks shall not exceed the Excess Cash Thresholdlesser of (x) $10,000,000 and (y) 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). (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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 the foregoing clauses subclauses (ab), (c), (d) and (b)e) above are true.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding) (excluding any Loan made pursuant to Section 2.08(e)), and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event or events, which alone or in the aggregate would reasonably be expected to have a Material Adverse Effect shall have occurred. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effectmateriality, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (cd) Solely with respect The pro forma total Revolving Credit Exposures (after giving effect to the making requested Borrowing or the issuance of the requested Letter of Credit (or any amendment, renewal or extension of any Loan hereunder, Letter of Credit that increases the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such dateLC Exposure)) shall not exceed the Excess Cash Thresholdaggregate Commitments. (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 (including 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 (excluding any Loan 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 the foregoing clauses Section 6.02(a) through (a) and (bd).

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any new LoanRevolving Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At The Agent shall have received, in the case of a Revolving Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.06(b) or, in the case of a Swingline Borrowing, the Swingline Lender and the Agent shall have received a Swingline Borrowing Request as required by Section 2.05(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such 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 such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date); provided that on the Effective Date, only the Specified Representations shall be required to be made. (c) 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, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Credit (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit) in accordance with Section 2.08(b), as applicable, no Event of Default or Default shall have occurred 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 Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (ab) and (bc).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including any Borrowing of 2019 Delayed Draw Incremental Term Loans), and of the each Issuing Bank to issue, amendamend to increase the face amount of, renew or extend any Letter of Credit Credit, in each case other than on the Effective Date or with respect to any Incremental Facility, to the extent set forth in the related Incremental Facility Amendment, 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 shall have occurred and be continuing. (b) 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 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 (in each case, except (i) unless such date is the Effective Date); provided that, to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, they shall be true and correct in which case, on and 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 date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (unless such Borrowing is on the Effective Date), such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to the making of any Loan hereunderThe Administrative Agent shall have received, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such datecase of a Borrowing, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with as required by Section 2.03 or a request for a Letter or, in the case of Credit (including an amendment, extension or renewal the issuance of a Letter of Credit) in accordance with , the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.08(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 to increase the face amount of, renewal or extension of any a Letter of Credit Credit, in each case, other than on the Effective Date or with respect to any Incremental Facility, to the extent set forth in the related Incremental Facility Amendment, shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the First Amendment Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than 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 representations and warranties are expressly limited to an earlier date, in which case, 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, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus either (i) the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) The 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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of 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 or Event of Default shall have occurred and be continuing.exist; (b) The representations at the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of 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 (except (ithat any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) except to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, in which case, on case they shall be true and correct in all material respects as of such earlier date; (c) the date Borrower shall have delivered (i) the required Notice of such Borrowing in the case of making a Loan or (ii) the date notice required under Section 2.22(b) in the case of the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.; (cd) Solely if any Lender with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties a Multicurrency Commitment is a Defaulting Lender at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt request by the Administrative Agent Borrower of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for Swingline Loan or the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26; and (e) In the case of a Loan or Letter of Credit to be denominated in the Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Multicurrency Lenders (in the case of any Loans to be denominated in the Alternative Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in the Alternative Currency) would make it impracticable for such Loan or Letter of Credit to be denominated in the Alternative Currency. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the agreement of the Issuing Bank to issueconsider issuing, amendamending, renew renewing or extend extending any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it shall be true and correct in all respects, subject to such qualification) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) 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 (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) 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) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness. Each Borrowing and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) 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 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 Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); (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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, the Administrative Agent shall have received (x) a copy of that certain Master Participation Agreement for Par/Near Par Trades, dated on or around April 10, 2023 by and among Macquarie Bank Limited and the Borrower (the “Master Participation Agreement”), duly executed by each of the parties thereto and (y) evidence reasonably satisfactory to the Administrative Agent that the purchase price (other than any portion of the purchase price to be paid with the proceeds of a Loan made on the initial making of a Loan or issuance of a Letter of Credit hereunder) under the Master Participation Agreement has been paid in full on or before the initial making of a Loan or issuance of a Letter of Credit hereunder. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit 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 shall have occurred and be continuing. (b) 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 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any 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 respects. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) Solely Except with respect to any Borrowing made on the making of any Loan hereunderEffective Date, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of and immediately after giving effect to such Borrowing or the making issuance, amendment or extension of such Loan (before Letter of Credit and after giving pro forma effect thereto) minus the principal amount of such Loan (as certified by Borrower to transactions anticipated to occur in the Borrowing Notice) to be used on or around such date, but in any event not to exceed period of five (5) Business Days after such datefollowing the date thereof, the aggregate amount of Available Cash (excluding an amount equal to the aggregate amount of IPO Proceeds held by the Borrower and its Restricted Subsidiaries at the time of determination) shall not exceed the Excess Cash Threshold$50,000,000. (di) The receipt by In the case of any Loan, the Administrative Agent of a shall have received the Borrowing Request required by Section 2.03, and (ii) in accordance with Section 2.03 or a request for a Letter the case of Credit (including an amendmentthe issuance, extension (other than any automatic extension) or renewal increase of a Letter of Credit) , the relevant Issuing Bank shall have received a duly completed application for such Letter of Credit in accordance with Section 2.08(b), as applicable2.06. Each request for a Borrowing and each request for the issuance, amendment, renewal amendment 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 the foregoing clauses (aSection 4.02(a), 4.02(b) and (b4.02(c).

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than 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 representations and warranties are expressly limited to an earlier date, in which case, 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, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the Second Amendment Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) 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 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 Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); (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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, the Administrative Agent shall have received (x) a copy of that certain Master Participation Agreement for Par/Near Par Trades, dated on or around April 10, 2023 by and among Macquarie Bank Limited and the Borrower (the “Master Participation Agreement”), duly executed by each of the parties thereto and (y) evidence reasonably satisfactory to the Administrative Agent that the purchase price (other than any portion of the purchase price to be paid with the proceeds of a Loan made on the initial making of a Loan or issuance of a Letter of Credit hereunder) under the Master Participation Agreement has been paid in full on or before the initial making of a Loan or issuance of a Letter of Credit hereunder. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and any agreement of the any Issuing Bank to issue, amend, 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: (a) After the Effective Date, the representations and warranties of Borrower set forth in the Loan Documents (except, the representations and warranties set forth in Section 3.05 and in the last sentence of Section 3.07) shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or Material Adverse Effect, which representation and 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 relate specifically to another 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 shall have occurred and be continuing. (bc) The representations At the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except : (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as Outstanding Credit shall not exceed the aggregate amount of the date Commitments; and (ii) the Swingline Exposures shall not exceed the commitment of such the Swingline Lender to make Swingline Loans. Each Borrowing or the date of and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

Each Credit Event. The effectiveness of this Agreement or the obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 for any representation and warranty made as of an earlier date, which representation shall remain 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 Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) After giving effect to any Borrowing or the issuance of any Letter of Credit, Aggregate Availability is not less than zero. (d) The representations Indebtedness hereunder, including any Loan made or Letter of Credit issued on such date (and warranties all reimbursement and other obligations in respect thereof), is permitted Indebtedness under each of the Borrower 2009 Indenture and the Guarantors set forth in ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (e) If the aggregate amount of Loans and Letters of Credit outstanding under this Agreement shall exceed $250,000,000 at the time of and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any Administrative Agent shall have received a certificate together with such representations and warranties are expressly limited to an earlier dateBorrowing Request or Letter of Credit Request, in which case, on and as each case signed by a Financial Officer of the date Borrower Representative (together with such support therefor as the Administrative Agent may reasonably request), certifying that, at the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality Borrowing or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit is permitted under the 2009 Indenture and the 2010 Indenture. 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 paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize a Disbursement Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit (or amend, renew or extend any Letter of Credit) for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued (or amending, renewing or extending) any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The After the Effective Date, the obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit (other than any Borrowing or issuance of a Letter of Credit under any Incremental Facility), 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 shall have occurred and be continuing. (b) 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 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 (i) in each case, to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, they shall be true and correct in which case, on and all material respects as of such earlier date. (b) At the date time of and immediately after giving effect to such Borrowing Borrowing, or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request relating to the applicable Loan to be made in accordance with Section 2.03 2.03. Each Borrowing (provided that a conversion or a request for a Letter of Credit (including an amendment, extension or renewal continuation of a Letter Borrowing shall not constitute a “Borrowing” for purposes of Credit) in accordance with this Section 2.08(b4.02), as applicable. Each request for other than a Borrowing on the Effective Date or under any 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 the foregoing clauses paragraphs (a) and (b)) of this Section 4.02. Notwithstanding the foregoing, in the case of any Borrowing after the Effective Date the proceeds of which are used to finance a Limited Condition Transaction, clause (a) above shall be limited to the Specified Representations and clause (b) above shall be limited to any Specified Event of Default.

Each Credit Event. The obligation of each Lender to make any new Loan, a Loan (including an Incremental Term Loan and other than pursuant to a Mandatory Borrowing) and of the each Issuing Bank to issue, amendamend (other than in a manner that does not change the maximum stated amount of such Letter of Credit), renew or renew, extend any Letter of Credit 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 Administrative Agent shall have occurred and be continuingreceived a Borrowing Request in accordance with Section 2.3. (b) 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 on and as of the date of the making of such Borrowing Loan, such issuance, 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 representation or warranty is stated to relate solely to an earlier date, it shall be true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects. (c) At the time of and immediately after giving effect to the making of such Loan, such issuance, amendment, renewal or extension of such Letter of Credit, or the effectiveness of such Commitment Increase, Incremental Facility or extension, as applicable, except (i) to no Default or Event of Default shall have occurred and be continuing. The making of each Loan, 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 amendment (other than an amendment that does not change the maximum stated amount of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any each Letter of Credit and the effectiveness of each Commitment Increase, Incremental Facility or extension of the Maturity Date shall be deemed to constitute a representation and warranty by each Borrower that the conditions specified in paragraphs (b) and (c) of this Section 4.2 have been satisfied as of the date thereof; provided that, notwithstanding anything to the contrary in this Section 4.2, in connection solely with the Incremental Facilities, if the proceeds of such Incremental Facilities are being used to finance an acquisition not restricted by this agreement and the consummation of which is not conditioned on the availability of, or on obtaining, third party financing and the applicable Incremental Lenders so agree, the reference in Section 4.2(b) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would customarily be deemed to be “specified” representations and warranties under customary “Sungard” provisions (including those with respect to the target contained in the applicable acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the applicable Borrower or relevant Affiliates thereof not to consummate the transactions contemplated thereby) (it being understood that representations corresponding to the “Specified Representations” and “Acquisition Agreement Representations” (each as defined in the Bridge Credit Agreement (as in effect on the date thereof as to hereof)) shall satisfy the matters specified requirement in the foregoing clauses (a) and (b)this proviso.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (including the initial funding, but excluding a Revolving Credit Borrowing to refund, continue or convert any outstanding Revolving Credit Borrowing or interest elections made in connection with the Term Loan), and of 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 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. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Loan (Letter of Credit, as certified by Borrower in applicable, would not conflict with, or cause any Lender or the Borrowing Notice) Issuing Bank to be used on violate or around such dateexceed, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Thresholdapplicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Revolving Credit Borrowing Request in accordance with Section 2.03 or 2.03, a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b)2.07(b) or a Term Loan Rate Request in accordance with Section 4.04, as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses Section 7.02(a) through (a) and (bc).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 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 shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (e) Borrower shall have delivered a Borrowing Request to the Administrative Agent in accordance with Section 2.03. (f) With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received a notice setting forth the deposit account of the Borrower (the “Funding Account”) to which the Administrative Agent is authorized by the Borrower to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement. (g) With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received a true and complete customer list for Holdings and its Subsidiaries, which list shall state the customer’s name, mailing address and phone number and shall be certified as true and correct by a Financial Officer. (h) With respect to the initial Loan or Letter of Credit issuance hereunder, the lien search results received by the Administrative Agent pursuant to Section 4.01(f) or otherwise, shall reveal no Liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent. (i) With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received (i) a proxy with an undated stock power with respect to the Equity Interests pledged pursuant to the Security Agreement, executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. (j) With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received original signature pages to the Loan Documents and each certificate, document, instrument and agreement required to be delivered pursuant to Section 4.01. (k) With respect to the initial Loan or Letter of Credit issuance hereunder, the Administrative Agent shall have received evidence of property insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of this Agreement and the Security Agreement. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) and (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in Section 4.02, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than 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 representations and warranties are expressly limited to an earlier date, in which case, 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, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to either (i) the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (including an amendment, extension or renewal of a Letter 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 the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of 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 or Event of Default shall have occurred and be continuing.exist; (b) The representations at the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) to the extent any 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 are expressly limited 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 casecase 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, on in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (c) the date Borrower shall have delivered the required Notice of such Borrowing; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the date of issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct set forth in all respects. (c) Solely with respect to the making of any Loan hereunderthis Section 3.2, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) Issuing Bank will not be required to be used on issue, amend or around such date, but in increase any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an 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 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 the foregoing clauses paragraphs (a) and (b)) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) 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 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 Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); (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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, (i) each deposit account and securities account of the Borrower and the Subsidiary Guarantors that is maintained with the Custodian as of the Effective Date and required, pursuant to the terms of the Guarantee and Security Agreement, to be subject to a Control Agreement, but which is not subject to a Control Agreement as of the Effective Date, shall be subject to a Control Agreement and (ii) the Borrower shall have delivered to the Administrative Agent a favorable written opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent, addressing customary security interest matters; provided, that all representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to the foregoing (and to permit the taking of the actions described in this Section 4.02(e) within the time periods specified herein), and, to the extent any provision of this Agreement or any other Loan Document would be violated or breached (or any non-compliance with any such provision would result in a Default or Event of Default hereunder) as a result of any such extended deadline, such provision shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to this Section 4.02(e). Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 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 shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (e) In the case of a Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit to be denominated in a Foreign Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in a Foreign Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in a Foreign Currency) would make it impracticable for such Borrowing, issuance, amendment, renewal or extension of any Letter of Credit to be denominated in the relevant Foreign Currency. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and ), (b), (c), and (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, 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: (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 shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of After giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except the aggregate Credit Exposures shall not exceed the lesser of (i) to the extent any such representations and warranties are expressly limited to total Revolving Commitments then in effect or (ii) other than in the case of a Protective Advance or an earlier dateOveradvance, the Borrowing Base then in which caseeffect, on and and, other than in the case of a Protective Advance or an 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 or the date of such issuance, amendment, renewal or extension. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 paragraphs (a), (b) and (c) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and 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 new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 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 shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit Credit, Availability shall not be deemed less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to constitute have a representation and warranty by the Material Adverse Effect. (e) Parent Borrower on the date thereof as shall have delivered a Borrowing Request to the matters specified Administrative Agent in accordance with Section 2.03. (f) With respect to a Delayed Draw Term Loan Borrowing only, the foregoing clauses Borrowers shall (ai) have demonstrated to the reasonable satisfaction of the Administrative Agent that the Borrowers are in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (b)ii) use the proceeds of such Delayed Draw Term Loan solely to finance a Permitted Acquisition.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew review or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions:conditions (subject to the provisions of Section 1.07 in the case of any New Loans for use in a Limited Condition Transaction): (a) 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. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that (i) to for purposes of this Section, the extent any such representations and warranties are expressly limited contained in Section 3.04(a) shall be deemed to an earlier daterefer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in which casethe case of unaudited financial statements furnished pursuant to clause (b), on to year-end audit adjustments and as the absence of the date footnotes), respectively, of such Borrowing or the date of issuanceSection 5.01, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation representations and warranty is expressly warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or by reference to Material Adverse Effectin the text thereof, such representation and warranty (as so qualified) they shall continue to be true and correct in all respects. (cb) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at At the time of the making of such Loan (before and immediately after giving effect thereto) minus the principal amount of to such Loan (as certified by Borrower in the Borrowing Notice) to be used on Borrowing, or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit Credit, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request and such other documentation and assurances as shall be reasonably required by it in connection therewith. (d) The Issuing Bank shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. Each Borrowing or issuance, amendment, renewal or extension 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 the foregoing clauses paragraphs (a) and (b)) 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 new LoanBorrowing, and of the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit 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 (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment 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 (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) only as of such specified date). (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 applicable, no Default or Event of Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Revolving Borrowing or the date of issuance, amendment, renewal amendment or extension of such any Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) Aggregate Revolving Exposure shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicableaggregate Revolving Commitments. Each request for a Borrowing and each request for the issuance, amendment, renewal amendment 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 paragraphs (a), (b), and (c) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) or (c) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend or extend, or cause to be issued, amended or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending or extending, or causing the issuance, amendment or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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) The Each of 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (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 (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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at At the time of and immediately after giving effect to such Borrowing or the making issuance, amendment, renewal or extension of such Loan (before giving effect thereto) minus Letter of Credit, as applicable, the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) and its Restricted Subsidiaries shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses Section 6.02(a), (ab) and (bc).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of 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 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) no Default shall have occurred and be continuingcontinuing and (ii) the total Revolving Credit Exposures shall not exceed the Loan Limit. (b) The representations and warranties of the Borrower and the Guarantors its Subsidiaries set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) to the extent that any such representation and or warranty that is expressly qualified by materiality “material” or by reference to “Material Adverse Effect” references therein, such representation and or warranty (as so qualified) shall continue to be true and correct in all respectsrespects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) 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 (including an amendment, extension or renewal of a and related Letter of Credit) Credit Agreement in accordance with Section 2.08(b2.07(b), as applicable. (d) Prior to the Covenant Changeover Date, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that attached thereto is an updated Budget as of the date of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable (or certifying that the Budget most recently delivered pursuant to this Agreement has not changed since the date of delivery thereof); (ii) that the cumulative Capital Expenditures actually made by the Borrower and the Restricted Subsidiaries for the Subject Project during the period from and including the Effective Date through and including the date of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, do not exceed 115% of the budgeted cumulative Capital Expenditures for the Subject Project as of the most recently ended calendar month, as set forth in the most recently delivered Budget hereunder (excluding the amount of any Capital Expenditures funded solely with the proceeds of any issuance of the Borrower’s Equity Interests (other than Disqualified Capital Stock), to the extent that the Borrower delivers evidence thereof in form and substance reasonably satisfactory to the Administrative Agent); and (iii) as to the anticipated Capital Expenditures to be funded in part by such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, which Capital Expenditures shall be contemplated by the Budget attached thereto. (e) During the period from and including the Effective Date to but excluding the Covenant Changeover Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 9.01(a), calculated in a manner reasonably acceptable to the Administrative Agent after giving effect to such Borrowing, which financial covenant shall be recomputed on such date using (x) Consolidated Total Indebtedness outstanding on such date and (y) Consolidated Total Capitalization as of such date (and the Borrower shall have provided to the Administrative Agent a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance therewith and certifying that attached thereto is supporting detail for such calculations). Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and Sections 6.02(a), (b), and (e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (excluding the continuation of a Loan as a Loan of the same Type or the conversion of a Loan from one Type into another Type), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement, any Letter of Credit applications and the Collateral Documents shall be true and correct in all material respects on and as of the date (except to the extent such representations or warranties relate to an earlier date in which case they shall be true and correct in all material respects as of such date) of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, and if they are not true and correct in all material respects the Administrative Agent or the Required Lenders shall have determined not to make any such Loan or instructed the Issuing Bank not to issue Letters of Credit as 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 shall have occurred and be continuingcontinuing and the Administrative Agent or the Required Lenders shall have determined not to make such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date issuance of any Letter of Credit, U.S. Availability is not less than zero. (d) After giving effect to any Borrowing by the Canadian Borrower, Canadian Availability is not less that zero. Each Borrowing (excluding the continuation of a Loan as a Loan of the same Type or the conversion of a Loan from one Type into another Type), and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 paragraphs (a)-(d) of this Section. Any Lender may require a duly completed compliance certificate as a condition to making a Borrowing or requesting the foregoing clauses (a) and (b)issuance of a Letter of Credit.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) Each of the representations and warranties of the Borrowers set forth in the Loan Documents shall be true and correct in all material respects (to the extent such representations and warranties are not otherwise qualified by reference to materiality, Material Adverse Effect or a dollar amount) 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 representation and warranty specifically relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects on and as of such earlier date, and if they are not true and correct in all material respects (to the extent such representations and warranties are not otherwise qualified by reference to materiality, Material Adverse Effect or a dollar amount), the Administrative Agent or the Required Lenders shall have determined not to make any Loan or instructed the Issuing Bank not to issue Letters of Credit as a result of the fact that such representation or warranty is materially 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 shall have occurred and be continuingcontinuing and the Administrative Agent or the Required Lenders shall have determined not to make such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any new LoanRevolving Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions:conditions (except as otherwise set forth in Section 2.18 and, with respect to clauses (b) and (c) below, subject to Section 1.08 in connection with any Limited Condition Acquisition to be funded with the proceeds of a FILO Tranche): (a) The Administrative Agent shall have received, in the case of a Revolving Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.24(b), or, in the case of a Swingline Borrowing, the applicable Swingline Lender and the Administrative Agent shall have received a Swingline Borrowing request as required by Section 2.23(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such 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 such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (c) At the time of and immediately after 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, no Event of Default or Default shall have occurred and be continuing. (bd) The representations and warranties On the proposed date of such Borrowing, Excess Availability under the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents Facility for which a Borrowing Request or notice of request for Letter of Credit issuance has been delivered shall be true and correct in all material respects on and as of adequate to cover the date amount of such Borrowing or issuance. (e) If at the date time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Credit (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit) in accordance with Section 2.08(b), as applicable, Specified Excess Availability is less than the greater of (a) 10% of the Total Maximum Borrowing Amount and (b) $30,000,000, then the Fixed Charge Coverage Ratio of the Borrower shall be no lower than 1.00 to 1.00 on a Pro Forma Basis. 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 the foregoing clauses paragraphs (ab) and (bc).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 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 shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No Qualified Cash Withdrawal Notice shall be have been delivered, unless the prepayment (and, if applicable, cash collateralization) required by Section 2.10(h) in relation to such Qualified Cash Withdrawal Notice shall have been completed. (e) The Borrower shall certify (i) compliance with Section 6.14 and (ii) with respect to any Cash-Based Extension of Credit, that the aggregate amount in the Qualified Cash Equivalents Account as of such date is at least equal to the aggregate amount of such Cash-Based Extension of Credit together with all other Cash-Based Extensions of Credit then outstanding. 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 the foregoing clauses paragraphs (a), (b), (c), (d) and (b)e) of this Section.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than 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 representations and warranties are expressly limited to an earlier date, in which case, 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, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of 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 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. (b) The On the date of the initial funding, the representations and warranties of the Borrower Obligors set forth in this Agreement and in the Guarantors other Loan Documents shall be true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of the initial funding, such representations and warranties shall continue to be true and correct as of such specified earlier date. (c) Except for the initial funding, the representations and warranties of the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already 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, 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 applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an the issuance, amendment, renewal or extension or renewal of a Letter of Credit) , as applicable, in accordance with Section 2.08(b)2.07, as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (aSection 6.02(a) and (b6.02(b) or 6.02(c), as applicable.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, including any such extension of credit on the Effective Date is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (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 shall have occurred and be continuing.; (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) 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) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the Borrower and the Guarantors covenants set forth in this Sections 6.07(a), (b), (d) and (e); (e) the Custodian Agreement shall have been duly executed and in delivered by the other Loan Documents shall be true Borrower, the Collateral Agent and correct in all material respects on and as of the Custodian; and (f) the proposed date of such extension of credit shall take place during the Availability Period. Each Borrowing or the date of and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (other than a continuation or a conversion of a Loan pursuant to Section 2.08), and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the receipt by the Administrative Agent 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 the Loan Documents shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the date of such 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 such representations and warranties shall be true and correct in all material respects as of such earlier date, or, in the case of any representation and warranty qualified by materiality, in all 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 Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (bc) The representations At the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except the Aggregate Credit Exposure shall not exceed the lesser of (ix) to the extent any such representations and warranties are expressly limited to an earlier date, Total Commitment or (y) the Borrowing Base then in which case, on and as effect. (d) The Administrative Agent shall have received a certificate from a Financial Officer of the date of Company certifying that after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Company will be in compliance with all restrictions on Indebtedness related to any Debt Cap and such representations certificate will include a Debt Cap Calculation and warranties a calculation of the Available Debt Cap Amount (which shall continue to be true and correct as indicate whether such Borrowing or other extension of credit is included in such specified earlier date, and (ii) to calculation of 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Available Debt Cap Amount). Each Borrowing (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on a continuation or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent a conversion of a Borrowing Request in accordance with Loan pursuant to Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit2.08) 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 Company on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (including the initial funding but excluding any conversion or continuation of a Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (but excluding any Existing Letter of Credit that is deemed to be issued pursuant to Section 2.08(b)), 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 or Borrowing Base Deficiency shall have occurred and be continuingcontinuing and the total Revolving Credit Exposures shall not exceed the total Commitments. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent (i) to the extent that any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, in which case such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Loan (Letter of Credit, as certified by Borrower in applicable, would not conflict with, or cause any Lender or the Borrowing Notice) Issuing Bank to be used on violate or around such dateexceed, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Thresholdapplicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (e) At the time of and immediately after giving effect to such Borrowing or to the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash shall exist. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) Section 6.02(a), Section 6.02(b), and (bSection 6.02(e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), the Swing Line Lender to make a Swing Line Loan and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing Borrowing, Swing Line Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and the fair market value of the Vessel Collateral is equal to or in excess of two hundred percent (200%) of the outstanding Credit Exposures of all Lenders taking into account the increase of Credit Exposures requested based on the most recent Appraisal. (b) At the time of and immediately after giving effect to such Borrowing, Swing Line Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect. (c) The representations and warranties of the Borrower Borrowers and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing Borrowing, Swing Line Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 . (d) The making of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue would not cause any Lender or the Issuing Lender to be true and correct as of such specified earlier dateviolate or exceed any applicable Governmental Requirement, and (ii) no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the extent that making or repayment of any such representation and warranty is expressly qualified Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the Transactions as contemplated by materiality this Agreement or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectsany other Loan Document. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (de) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 2.03, a Swing Line Loan Notice in accordance with Section 2.09(b), or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (f) In the event that the Equity Interests of the Foreign Subsidiaries of the Parent Guarantor that would otherwise be Guarantors pursuant to Section 8.15(c) become included in the Security Instruments, the Administrative Agent shall have received certificates, if any, together with undated, blank stock or membership interest powers for each such certificate, representing 65% of such issued and outstanding Equity Interests. Each request for a Borrowing or a Swing Line Loan 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 the foregoing clauses Section 6.02(a) through (a) and (bf).

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; 97 Revolving Credit Agreement (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 shall have occurred and be continuing.; and (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower and shall have delivered an updated Borrowing Base Certificate demonstrating that the Guarantors set forth in this Agreement and Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is included in the other Loan Documents shall be true Covered Debt Amount at such time. Each Borrowing (but, for the avoidance of doubt, not a continuation or conversion thereof) and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, 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: (a) The representations and warranties of each Loan Party set forth in the Loan Documents to which it is a party 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 such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (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 shall have occurred and be continuing. (bc) The representations and warranties With respect to the issuance of 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 and the Guarantors set forth in this Agreement and in the has Cash Collateralized or made other Loan Documents shall be true and correct in all material respects on and as of the date arrangements with respect to any such non-reallocated Exposure of such Defaulting Lender all in accordance with Section 2.22. Each Borrowing or the date of and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 STX and the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)) 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 new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, 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 Letter of Credit, as applicable, as though made on and as of such date, other than any such representations or warranties that by their terms refer to a date other than the date of such Borrowing, issuance, amendment, renewal or extension, in which case such representations and warranties shall be true and correct as of such other 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 shall have occurred and be continuing. (bc) The representations and warranties No event shall have occurred that has had, or could reasonably be expected to have, a Material Adverse Effect. (d) After giving effect to such Borrowing or issuance, amendment or renewal, the aggregate amount of all Revolving Loans outstanding at such time, plus the aggregate undrawn amount of all outstanding Letters of Credit at such time (plus the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time), in each case the proceeds of which were or are to be used for any purpose other than the funding of Permitted Acquisitions, shall not exceed $10,000,000 at any one time (excluding any reborrowings permitted pursuant to Section 2.7(h)). Each Borrowing and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 Holdings on the date thereof as to the matters specified in the foregoing clauses (a) and (b)this Section 3.2.

Each Credit Event. The obligation of each Lender to make make, convert or continue a Loan on the occasion of any new LoanBorrowing, and 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: (a) The representations and warranties of the Loan Parties set forth in this Agreement and each other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of the issuance, amendment, renewal or extension of such Letter of Credit, as applicable (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties 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 shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.. CREDIT AGREEMENT (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each any request for the issuance, amendment, renewal or extension of a Letter of Credit) as required by Section 2.03 in respect of a Borrowing, or in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a request as required by Section 2.05(b). (d) With respect to any Borrowing Request (or any request for the issuance, amendment, renewal or extension of a Letter of Credit) made on or after the Collateral Trigger Event Date, the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying (i) as to the Secured Capacity Amount then in effect (based on the financial statements for the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b), but giving pro forma effect to any Indebtedness incurred after the last day of such fiscal quarter but on or prior to the date of such Borrowing Request (or any request for the issuance, amendment, renewal or extension of a Letter of Credit)), together with reasonably detailed calculations thereof and (ii) that (x) each Borrower and each of their respective Subsidiaries is (in each case), and after giving effect to any requested extension of credit, will be (in each case), Solvent and (y) no Borrower nor any of their respective Subsidiaries intend, as of such date, to (1) be or become subject to a voluntary or involuntary case under any debtor relief law, (2) make a general assignment for the benefit of creditors, or (3) have a custodian, conservator, receiver or similar official appointed for any Borrower, any of their respective Subsidiaries or a substantial part of any Borrower’s assets, in each case within the next ten Business Days. 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 each Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section 4.03.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 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, (i) no Default or Event of Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) no Protective Advance shall be outstanding (unless all or a portion of the proceeds of such Borrowing is contemporaneously used to the extent that pay 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 Protective Advance in all respectsfull). (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before Immediately after giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the to any Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) For any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit during a period that is not a Monthly Reporting Activation Period, if the amount of such requested Borrowing or Letter of Credit is equal to or greater than $15,000,000, then the Borrower shall deliver an updated Borrowing Base Certificate to the Administrative Agent concurrently with the delivery of the applicable Borrowing Request or notice requesting the issuance of a Letter of Credit under Section 2.06(b); provided, that, if a Borrowing Base Certificate was delivered during the thirty (30) day period immediately prior to the date of such Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower shall not be required to deliver an updated Borrowing Base Certificate under paragraph (d) of this Section. 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 paragraphs (a), (b), and (c) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any new LoanRevolving Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions:conditions (except as otherwise set forth in Section 2.18 and, with respect to clauses (b) and (c) below, subject to Section 1.08 in connection with any Limited Condition Acquisition to be funded with the proceeds of a FILO Tranche): (a) The Administrative Agent shall have received, in the case of a Revolving Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.24(b), or, in the case of a Swingline Borrowing, the applicable Swingline Lender and the Administrative Agent shall have received a Swingline Borrowing request as required by Section 2.23(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such 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 such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (c) At the time of and immediately after 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, no Event of Default or Default shall have occurred and be continuing. (bd) The representations and warranties On the proposed date of such Borrowing, Excess Availability under the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents Facility for which a Borrowing Request or notice of request for Letter of Credit issuance has been delivered shall be true and correct in all material respects on and as of adequate to cover the date amount of such Borrowing or issuance. (e) If at the date time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Credit (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit) in accordance with Section 2.08(b), as applicable, Specified Excess Availability is less than the greater of (a) 10% of the Total Maximum Borrowing Amount and (b) $3072,000,000, then the Fixed Charge Coverage Ratio of the Borrower shall be no lower than 1.00 to 1.00 on a Pro Forma Basis. (f) Prior to any such Borrowing, solely to the extent not previously delivered pursuant to Section 5.01(i), the Borrower shall have delivered to the Administrative Agent a Monthly Borrowing Base Certificate for the most recent fiscal month ended at least twenty (20) calendar days prior to the date of such Borrowing. Each 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 the foregoing clauses paragraphs (ab) and (bc).

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At on or prior to the time date of the initial Loan or issuance of Letter of Credit, as applicable, the Borrower shall have elected to be regulated as a “business development company” within the meaning of the Investment Company Act (by filing a Registration Statement with the SEC); and shall be in compliance with all applicable limitations on Indebtedness and maintain its status as a “business development company” under the Investment Company Act; (b) (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (c) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than 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 representations and warranties are expressly limited to an earlier date, in which case, 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, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; and (cd) Solely (x) solely with respect to the making initial Loan or issuance of any Loan hereunderLetter of Credit, the principal amount Borrower shall have delivered a Borrowing Base Certificate showing a calculation of the Borrowing Base as of the date of the Borrowing Request or request for Letter of Credit, as applicable, with the Value of each Portfolio Investment determined as of such Loan plus date (or such earlier date as agreed by the aggregate amount of cash Administrative Agent) and Cash Equivalents (other than Excluded Cashy) of otherwise, either (i) the Credit Parties at the time of the making of such Loan Covered Debt Amount (before after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (including an amendment, extension or renewal of a Letter 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 the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including any initial funding on the Effective Date), and of 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 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; provided, that this clause (a) shall not apply to any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect; provided, that this clause (b) shall not apply to any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality) 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (without duplication of materiality) as of such specified earlier date; provided, that the only representations and (ii) to the extent warranties 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 be required to be true and correct on and as of the Sixth Amendment Effective Date for any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in all respectsconnection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions, shall be the Specified Representations and the Specified Acquisition Agreement Representations. (cd) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document; provided, that this clause (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such dated) shall not exceed apply to any Borrowing on the Excess Cash ThresholdSixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (di) The Consolidated Cash Balance as of the day of the Borrowing Request and (ii) the pro forma Consolidated Cash Balance as of the end of the third Business Day after such Borrowing will be funded, in each case, shall not exceed $10,000,000; provided, that this clause (e) shall not apply to any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (f) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses Section 6.02(a) through (a) and (be).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct 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, (i) no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, continuing 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) no Protective Advance shall continue to be true and correct in all respectsoutstanding. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before After giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the to any Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (e) The Consolidated Cash Balance on and as of the date of such Borrowing, Swingline Loan or the date of the issuance, increase, or extension of such Letter of Credit does not exceed the amount necessary to satisfy current liabilities incurred by the Loan Parties in the ordinary course of their business before and after giving effect to such Borrowing, Swingline Loan or to the issuance, increase, or extension of such Letter of Credit and to the application of the proceeds therefrom on or around such date, but in any event, not to exceed two Business Days after such date. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c), (d) and (e) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any new LoanRevolving Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The Agent shall have received, in the case of a Revolving Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.06(b) or, in the case of a Swingline Borrowing, the Swingline Lender and the Agent shall have received a Swingline Borrowing Request as required by Section 2.05(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such 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 such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (c) At the time of and immediately after 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, no Event of Default or Default shall have occurred and be continuing. (bd) The representations and warranties Agent shall have received a certificate of a Responsible Officer of the Borrower Agent certifying compliance under the Senior Secured Note Indenture (or any agreement governing any Note Refinancing Debt). Each Borrowing and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 the foregoing clauses paragraphs (ab), (c) and (bd).

Each Credit Event. The obligation obligations of (a) each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the (b) each Issuing Bank to issue, amend, renew renew, reinstate or extend any Letter of Credit is (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), are 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 shall have occurred and be continuing. (b) 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 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 (A) that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date and (B) 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, except (i) to the extent any such representations no Default or Event of Default shall have occurred and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respectscontinuing. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before After giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the to any Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal renewal, reinstatement or extension of any Letter of Credit, the Aggregate Revolving Exposure shall not exceed the (i) aggregate Revolving Commitments, or (ii) during a Borrowing Base Period, the lesser of (x) the Borrowing Base as in effect at such time and (y) the aggregate Revolving Commitments as in effect at such time. Each Borrowing and each issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (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.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bacquisition) The representations and warranties of the Borrower and the Guarantors set forth in this Specified Purchase Agreement and in the other Loan Documents 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 Borrowing Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents (other than the representations and warranties set forth in Section 2.01 and Section 2.04 of the Guarantee and Security Agreement) shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j), (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 representations and warranties are expressly limited to an earlier date, in which case, 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, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of 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 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. (b) The representations and warranties of the Borrower and the Guarantors Credit Parties set forth in this Agreement the Credit Documents (other than those set forth in Sections 3.04(d) and in 3.06 on any date other than the other Loan Documents Effective Date) 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 . (ib) At the time of and immediately after giving effect 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 no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect On the date of any Borrowing hereunder, there shall be a ratable borrowing made to the making of any Loan hereunder, Borrower on such date by the principal amount of such Loan plus lenders under the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of Facility A Agreement in accordance with the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Thresholdterms thereof. (d) The receipt On the date of any issuance of Letters of Credit hereunder, there shall be a ratable issuance of letters of credit on such date by the Administrative Agent of a Borrowing Request issuing bank under the Facility A Agreement in accordance with Section 2.03 or a request for a Letter the terms thereof. On the date of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, any amendment, renewal or extension of any Letter of Credit hereunder, there shall be a conforming amendment, renewal or extension of the corresponding Letter of Credit issued under the Facility A 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 on the date thereof as to the applicable matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The Other than with respect to Loans to be made and Letters of Credit to be issued on the Effective Date, the obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the each Issuing Bank to issue, amend, 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: (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 shall have occurred and be continuing. (b) 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 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 applicable (i) to the extent any such representations and warranties are expressly limited to an earlier unless a representation or warranty is made as of a specific date, in which case, on case such representation or warranty shall remain true and correct as of such specified date). (b) At the date time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to the making No indictment of, or institution of any Loan hereunderlegal process or proceeding against, the principal amount Company or any Loan Party, under any federal, state, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement having the force of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) law, which is reasonably likely to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) have a Material Adverse Effect shall not exceed the Excess Cash Thresholdhave occurred. (d) The receipt by Each of the Administrative Agent of a Borrowing Request Borrowers, in accordance connection with Section 2.03 or a request for a Letter of Credit (including an amendmenteach Borrowing, 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 a Letter of Credit shall be deemed to constitute a representation have represented and warranty by the Borrower warranted on the date thereof as to that the matters conditions specified in the foregoing clauses paragraphs (a) and (b)) of this Section 4.02 have been satisfied at that time and that after giving effect to such extension of credit the Borrowers shall continue to be in compliance with the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base. The conditions set forth in this Section 4.02 are for the sole benefit of the Administrative Agent, the Issuing Bank and the Lenders and may be waived by the Administrative Agent, in whole or in part, without prejudice to the rights of the Administrative Agent, the Issuing Bank or any Lender.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of 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 or Event of Default shall have occurred and be continuing.exist; (b) The representations at the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) to the extent any 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 are expressly limited 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 casecase they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (c) the Borrower shall have delivered the required Notice of Borrowing; (d) for any Borrowing of Delayed Draw Term Loans, after giving effect to such Borrowing on and a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the date end of such 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 Borrower of a Borrowing of a Swingline Loan or the date of issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct set forth in all respects. (c) Solely with respect to the making of any Loan hereunderthis Section 3.2, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) Issuing Bank will not be required to be used on issue, amend or around such date, but in increase any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an 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 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 the foregoing clauses paragraphs (a) and (b)) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 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 or Material Adverse Effect 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, (i) no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, continuing 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) no Protective Advance shall continue to be true and correct in all respectsoutstanding. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before After giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the to any Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) The Consolidated Cash Balance on and as of the date of such Borrowing, including a Borrowing of Swingline Loans, or the date of the issuance, increase, or extension of such Letter of Credit, does not exceed the estimated two week cash needs of the Borrowers, as determined by the Borrower Representative in good faith, before and after giving effect to such Borrowing or to the issuance, increase, or extension of such Letter of Credit and to the application of the proceeds therefrom on or around such 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 Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a), (b)) or (d) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the Second Amendment Effective Date, the Initial Term Loans, and on the Fourth Amendment Effective Date, the Fourth Amendment Effective Date Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than 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 representations and warranties are expressly limited to an earlier date, in which case, 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, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); (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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, the Administrative Agent shall have received (x) a copy of that certain Master Participation Agreement for Par/Near Par Trades, dated on or around April 10, 2023 by and among Macquarie Bank Limited and the Borrower (the “Master Participation Agreement”), duly executed by each of the parties thereto and (y) evidence reasonably satisfactory to the Administrative Agent that the purchase price (other than any portion of the purchase price to be paid with the proceeds of a Loan made on the initial making of a Loan or issuance of a Letter of Credit hereunder) under the Master Participation Agreement has been paid in full on or before the initial making of a Loan or issuance of a Letter of Credit hereunder. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The effectiveness of this Agreement or the obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 for any representation and warranty made as of an earlier date, which representation shall remain 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 Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) After giving effect to any Borrowing or the issuance of any Letter of Credit, Aggregate Availability is not less than zero. (d) The representations Indebtedness hereunder, including any Loan made or Letter of Credit issued on such date (and warranties all reimbursement and other obligations in respect thereof), is permitted Indebtedness under each of the Borrower 2009 Indenture and the Guarantors set forth in 2▇▇▇ ▇▇▇▇▇▇▇▇▇. (e) If the aggregate amount of Loans and Letters of Credit outstanding under this Agreement shall exceed $250,000,000 at the time of and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any Administrative Agent shall have received a certificate together with such representations and warranties are expressly limited to an earlier dateBorrowing Request or Letter of Credit Request, in which case, on and as each case signed by a Financial Officer of the date Borrower Representative (together with such support therefor as the Administrative Agent may reasonably request), certifying that, at the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality Borrowing or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit is permitted under the 2009 Indenture and the 2010 Indenture. 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 paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize a Disbursement Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit (or amend, renew or extend any Letter of Credit) for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued (or amending, renewing or extending) any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to ------------------ make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, 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 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 expressly relate to an earlier date, in which case such representations and warranties, shall, to such extent, 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 shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of On the date of such Borrowing, no Material GWI Occupancy is continuing. (d) No default shall have occurred and be continuing under the Supply Agreement (i) that enables or permits GWI to terminate the Supply Agreement, if at the time the Guaranteed Revenues that are to be paid after such date exceed $50,000,000, or (ii) that enables or permits the Borrower to terminate the Supply Agreement, if at the time the Guaranteed Revenues that are to be paid after such date exceed $50,000,000, and GWI has not paid in excess of $25,000,000 due and owed to the Borrower under the Supply Agreement. Each Borrowing or the date of and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 Catalytica and the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (ai) At 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than 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 representations and warranties are expressly limited to an earlier date, in which case, 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, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to either (i) the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit and any Concurrent Transaction; 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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: 4.2.1. (ai) At in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; 4.2.2. in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such 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.; 4.2.3. either (bi) The representations the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and warranties of any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Guarantors set forth in this Agreement and Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the other Loan Documents Covered Debt Amount; and 4.2.4. the Administrative Agent shall be true and correct in all material respects on and as of have received a request for the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit as required by Section 2.03, as applicable, 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 2.04 or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of 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 as to the matters specified in the foregoing clauses (a) and (b).[[6408684]]

Each Credit Event. The After the Closing Date, the obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the any Issuing Bank to issue, amend, modify, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At The Administrative Agent shall have received, in the time case of a Borrowing, a Borrowing Request as required by 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 Administrative 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 Borrowing, no Default the Swingline Lender and the Administrative Agent shall have occurred and be continuingreceived a request as required by Section 2.05(a). (b) 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 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, modification, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, except (i) to in each case with the extent any same effect as though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such Borrowing; provided that to the extent that a representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, modification, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Credit (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, modification, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a , no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to any Borrowing and each request for or the issuance, amendment, modification, renewal or extension of any Letter of Credit (other than an amendment, modification, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), the Revolving Exposure of all Lenders at such time then outstanding shall not exceed Line Cap. Each Borrowing and each issuance, amendment, modification, renewal or extension of a Letter of Credit (to the extent applicable above) shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (ab), (c) and (b)d) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than 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 representations and warranties are expressly limited to an earlier date, in which case, 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, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to either (i) the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit and any Concurrent Transaction; 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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is 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 applicableapplicable (A) in respect of Borrowings to occur on the Effective Date, no Event of Default shall have occurred and be continuing; provided that, the existence or non-existence of any Event of Default with respect to a breach of representations and warranties as of the Effective Date shall relate only to a breach of the Specified Representations, and (B) in respect of Borrowings occurring at times other than the Effective Date, no Default shall have occurred and be continuing. (bi) The With respect to the Loans made and/or Letters of Credit issued on the Effective Date, the Specified Representations shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) and (ii) with respect to any Borrowings made and/or Letters of Credit issued, amended, renewed or extended after the Effective Date, the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) 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 (i) except, in each case, to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (db) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 (e). Notwithstanding anything herein to the foregoing clauses (a) contrary, even though the making of representations and (b)warranties that are not Specified Representations is not a condition to the Borrowings made on the Effective Date, the Borrower shall be deemed to have made all the representations and warranties contained in this Agreement in connection with such Borrowings, and the making of the Loans consisting of the Borrowings by the Lenders shall not constitute a waiver by the Lenders of any Event of Default that occurs by reason of breach of any such representation and warranty.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; 92 Revolving Credit Agreement (b) 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 (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower and shall have delivered an updated Borrowing Base Certificate demonstrating that the Guarantors set forth in this Agreement and Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is included in the other Loan Documents shall be true Covered Debt Amount at such time. Each Borrowing and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bacquisition) The representations and warranties of the Borrower and the Guarantors set forth in this Specified Purchase Agreement and in the other Loan Documents 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 Borrowing Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents (other than the representations and warranties set forth in Section 2.01 and Section 2.04 of the Guarantee and Security Agreement) shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) 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 any Loan or issuance, amendment, renewal or extension of any Letter of Credit, at the time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), the Swing Line Lender to make a Swing Line Loan and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing Borrowing, Swing Line Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and the fair market value of the Vessel Collateral is equal to or in excess of two hundred percent (200%) of the outstanding Credit Exposures of all Lenders taking into account the increase of Credit Exposures requested based on the most recent Appraisal. (b) At the time of and immediately after giving effect to such Borrowing, Swing Line Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect. (c) The representations and warranties of the Borrower Borrowers and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing Borrowing, Swing Line Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 . (d) The making of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue would not cause any Lender or the Issuing Lender to be true and correct as of such specified earlier dateviolate or exceed any applicable Governmental Requirement, and (ii) no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the extent that making or repayment of any such representation and warranty is expressly qualified Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the Transactions as contemplated by materiality this Agreement or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectsany other Loan Document. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (de) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 2.03, a Swing Line Loan Notice in accordance with Section 2.09(b), or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (f) In the event that the Equity Interests of the Foreign Subsidiaries of the Parent Guarantor that would otherwise be Guarantors pursuant to Section 8.15(c) become included in the Security Instruments, the Administrative Agent shall have received certificates, if any, together with undated, blank stock or membership interest powers for each such certificate, representing all of such issued and outstanding Equity Interests (which certificates shall promptly be delivered to the Administrative Agent by the Syndication Agent). Each request for a Borrowing or a Swing Line Loan 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 the foregoing clauses Section 6.02(a) through (a) and (bf).

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit, 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. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus either (i) the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold. Borrowing Base (d) The receipt by immediately after giving effect to such extension of credit and any Concurrent Transaction), reflected on the Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent of a Agent) 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 Base Certificate demonstrating that the Covered Debt Amount (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or after giving effect to such extension of credit and any Letter Concurrent Transaction) shall not exceed the Borrowing Base (immediately after giving effect to such extension of Credit shall be deemed to constitute a representation credit and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (bany Concurrent Transaction).; and

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 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, (i) no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) no Protective Advance shall continue to be true and correct in all respectsoutstanding. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before After giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the to any Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) To the extent that the applicable Borrowing on a pro form basis would result in Availability less than the greater of $12.5 million and 15% of the lesser of the Borrowing Base and the Aggregate Commitment, the Borrowers shall have a pro forma Fixed Charge Coverage Ratio of not less than 1.0 to 1.0. 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 paragraphs (a), (b), and (c) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and 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. 509265-2130-15343-Active.25699682.17

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At The Administrative Agent shall have received, in the time case of a Borrowing, a Borrowing Request as required by 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 Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit, Credit as applicable, no Default shall have occurred and be continuingrequired by Section 2.06(b). (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (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 (i) to the extent any such representations and warranties are expressly limited relate to an earlier date, date (in which case, on case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the date time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Credit (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit without any increase in the Stated Amount of such Letter of Credit) in accordance with Section 2.08(b), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to any Borrowing or the issuance of any Letter of Credit, Excess Availability shall be not less than zero. Each 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 the foregoing clauses paragraphs (ab), (c) and (b)d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, 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: (a) The representations and warranties of each Loan Party set forth in 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, except for any representation and warranty which is expressly made as of an earlier date, which representation and warranty shall have been 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 shall have occurred and be continuing. (bc) The representations In the case of any Revolving Borrowing, at the time of and warranties immediately after giving effect to such Borrowing, (i) the aggregate principal amount of Revolving Acquisition Loans outstanding shall not exceed $80,000,000 (or, on and after the Transition Date, $50,000,000), (ii) the aggregate principal amount of Revolving Working Capital Loans outstanding shall not exceed $20,000,000 (or, on and after the Transition Date, $25,000,000) and (iii) if such Borrowing is being made on or after the Transition Date, the Borrower shall be in compliance with its obligation to deliver Borrowing Base Certificates hereunder and the Guarantors set forth total Revolving Exposures shall not exceed the Borrowing Base then in this Agreement effect. Each Borrowing, each issuance of a Letter of Credit and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, each amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension that increases the stated amount or renewal extends the expiry date 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 such Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, 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: (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 shall have occurred and be continuing. (b) 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 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 (i) to the extent any such representations and warranties are expressly limited relate to an earlier date, in which case, on . (b) At the time of and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to In the making case of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit, or the borrowing of any loans or the creation of any other credit exposures under any incremental credit facility established under Section 10.02(c) that will result in the Total Credit Agreement Exposure exceeding the Base Credit Limit (less the Swissco Guarantee Amount Shortfall, if any) (i) the Swissco Senior Secured Leverage Ratio at the end of the most recent fiscal quarter for which financial statements shall have been received under Section 6.04(a) or (b) (recomputed on a pro forma basis after giving effect to the extension of credit to be made as if such extension of credit had been made on the first day of the relevant period for such computation) is less than 2.25 to 1.00 and (ii) the Collateral and Guarantee Requirement shall be satisfied in all material respects for each of Swissco and each Intercompany Foreign Borrower, if any, that will receive the proceeds or the benefit of such extension of credit. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit (other than those in which a Revolving Loan is being continued or converted without any increase in the aggregate principal amount thereof or a Letter of Credit is being extended or renewed) shall be deemed to constitute a representation and warranty by GrafTech, Global and the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (including the initial funding but excluding any conversion or continuation of a Loan), and of 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 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 Borrowing Base Deficiency shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent (i) to the extent that any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, in which case such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Loan (Letter of Credit, as certified by Borrower in applicable, would not conflict with, or cause any Lender or the Borrowing Notice) Issuing Bank to be used on violate or around such dateexceed, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Thresholdapplicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (e) At the time of and immediately after giving effect to such Borrowing or to the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash shall exist. (f) If (i) such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, occurs during the period beginning on the Third Amendment Effective Date and ending on December 31, 2022 and (ii) there is Permitted Junior Lien Debt outstanding as of such time then, after giving effect to such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, the aggregate Revolving Credit Exposure shall not exceed an amount equal to (x) the aggregate Commitments minus (y) the lesser of (A) $100,000,000 and (B) 25% of the aggregate principal amount of Permitted Junior Lien Debt outstanding at such time. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (aSection 6.02(a), Section 6.02(b), Section 6.02(e) and Section 6.02(f) (bif applicable).

Each Credit Event. The obligation of each Lender to make a Loan (other than (i) a Term Loan (which shall only be subject to the conditions set forth in Section 4.02) and (ii) an Acquisition-Related Incremental Term Loan made in accordance with, and subject to the terms and conditions of, Section 2.20) on the occasion of any new LoanBorrowing, and of the Issuing Bank Banks to issue, amend, renew amend or extend any Letter of Credit 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 any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date such Loan is made or the date of issuance, amendment or extension of such Letter of Credit, as applicable (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date). (b) At the time of and immediately after giving effect to the making of a Loan on the date of such Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (bc) The representations At the time of and warranties immediately after giving effect to the making of the Borrower and the Guarantors set forth in this Agreement and in the other a Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or (including the date application of issuanceproceeds thereof), amendment, renewal or extension the aggregate amount of such Letter unrestricted and unencumbered cash and cash equivalents of Credit, as applicable, except the Company and its Subsidiaries shall not exceed (i) to for the extent any such representations period from and warranties are expressly limited to an earlier dateafter February 2, in which case2021 through and including June 30, on and as of the date of such Borrowing or the date of issuance2021, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, $500,000,000 and (ii) for the period from and after July 1, 2021, $350,000,000; provided that such amount may be exceeded to the extent that any the Company will require such representation and warranty is expressly qualified by materiality excess amount to effect acquisitions or by reference to Material Adverse Effectother investments or make other payments in respect of other general corporate purposes, such representation and warranty in each case within ten (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (510) Business Days after the date such date) shall not exceed the Excess Cash Threshold. (d) Loan is made. The receipt by the Administrative Agent making of a Borrowing Request Loan (other than (i) a Term Loan and (ii) an Acquisition-Related Incremental Term Loan made in accordance with with, and subject to the terms and conditions of, Section 2.03 or a request for a Letter 2.20) on the occasion of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a any Borrowing and each request for the issuance, amendment, renewal amendment 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 the foregoing clauses paragraphs (a), and (b) and (b)c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions:conditions (provided that the conditions set forth in clauses (b), (c), (d) and (f) below shall not apply in the case of a Borrowing consisting solely of a continuation or conversion of any Loan or to any amendment, renewal or extension of any Letter of Credit that does not increase the face amount thereof): (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 or Event of Default shall have occurred and be continuing.exist; (b) The at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all 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 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 (i) 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 as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.material respects as of such earlier date), in each case before and after giving effect thereto; (c) Solely with respect to any Borrowing of a Revolving Loan or Swingline Loan or the making issuance of any Loan hereunderLetter of Credit (not including Letters of Credit which, upon issuance, are Cash Collateralized by the Borrower to at least the Minimum Collateral Amount) after the Closing Date, the principal amount of such Loan plus Borrower shall be in compliance with the aggregate amount of cash and Cash Equivalents Financial Covenants on a Pro Forma Basis (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus to such Borrowing or issuance and regardless of whether the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) was required to be used on or around in compliance with such date, but in any event not to exceed five (5Financial Covenant at such time) Business Days after such date) shall not exceed for the Excess Cash Thresholdapplicable Test Period. (d) The receipt by since the date of the financial statements of the Borrower 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; (e) the Borrower shall have delivered the required Notice of Borrowing, if applicable; and (f) the Administrative Agent of a Borrowing Request shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing form 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 substance reasonably satisfactory to the matters specified in the foregoing clauses (a) and (b)Administrative Agent.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such 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.; (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower and shall have delivered an updated Borrowing Base Certificate demonstrating that the Guarantors set forth in this Agreement and Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l)), or payment of other Indebtedness that is included in the other Loan Documents Covered Debt Amount; and (d) the Administrative Agent shall be true and correct in all material respects on and as of have received a request for the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit as required by Section 2.03, as applicable, 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 2.04 or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of 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 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. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect; provided that with respect to the initial funding on the Effective Date, this condition precedent shall not apply. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent ; provided 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 respects. (c) Solely with respect to the initial funding on the Effective Date, the Parent and the Borrower are not required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) the making of any which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be (i) with respect to the Parent and its Restricted Subsidiaries, those representations contained in Sections 7.01, 7.02, 7.03(b) (but only with respect to the extent of a Loan hereunderParty’s charter, the principal amount of such Loan plus the aggregate amount of cash by-laws or other organizational documents), 7.08 and Cash Equivalents 7.21. (other than Excluded Cashd) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan (as certified by Borrower in Document; provided that with respect to the Borrowing Notice) to be used initial funding on or around such datethe Effective Date, but in any event not to exceed five (5) Business Days after such date) this condition precedent shall not exceed the Excess Cash Thresholdapply. (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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 Parent and the Borrower on the date thereof as to the matters specified in the foregoing clauses Section 6.02(a) through (a) and (be).

Each Credit Event. The obligation of each Lender to make any new LoanLoan , and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) 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, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of 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.; (bc) The representations either (i) the Covered Debt Amount (after giving effect to such extension of credit and warranties of any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Guarantors set forth in this Agreement Borrowing Base after giving effect to such extension of credit and in the other Loan Documents shall be true any Concurrent Transaction. Each Borrowing and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make any new a Loan, and of the any Issuing Bank to issue, amend, extend or renew or extend any a Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (ai) At With respect to any credit event following the time of and immediately after giving effect to such Borrowing or Effective Date, the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) 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 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 (i) to the extent any where such representations and warranties are expressly limited relate to an earlier date, in which casecase such representations and warranties shall have been true and correct in all material respects as of such earlier date and (ii) with respect to any credit event on the Effective Date, (A) such of the representations made by or with respect to the Borrower, PD or their respective subsidiaries in the Merger Agreement as are material to the interests of the Lenders (but only to the extent that the Borrower has the right to terminate its obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement (determined without regard to any waiver, amendment or other modification of the Merger Agreement)) and (B) the Specified Representations shall be true and correct in all material respects on and as of the date Effective Date. (b) At the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension issuance of such Letter of Credit, as applicable, such representations the Incurrence Test shall be satisfied and warranties no Default shall continue to have occurred and be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect At the time of and immediately after giving effect to the making of any Loan hereunder, the principal amount such Revolving Borrowing or issuance of such Loan plus Letter of Credit, as applicable, the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of unused commitments, if any, existing under the Restated Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) Agreement shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent $5,000,000. Each making of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing Loan 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 the foregoing clauses paragraphs (a) and ), (b)) and, if applicable, (c) of this Section.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the First Amendment Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of any Loan or Letter of Credit, the proceeds of which are or are intended to be used substantially concurrently to consummate the OTF II Merger, the Specified Representations (immediately after giving effect to the OTF II Merger and any Concurrent Transaction) and the OTF II Merger Agreement Representations (immediately prior to giving effect to the OTF II Merger and any Concurrent Transaction) shall be true and correct in all material respects on and as of the OTF II Merger Date, (ii) in the 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 (iiiii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) 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 as of such specified earlier specific 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b).;

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of 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 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, and at any time that is not an Investment Grade Period, no Borrowing Base Deficiency, shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents Documents, other than those set forth in Section 7.04(b) and clause (i) of Section 7.05, shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request (whether in writing or by telephone) in accordance with Section 2.03 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable, unless a Borrowing Request is not required hereunder to obtain such Loan or Letter of Credit to be made or issued hereunder. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (bSection 6.02(a)-(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of 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 or Event of Default shall have occurred and be continuing.exist; (b) The representations at the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) to the extent any 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 are expressly limited 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 casecase 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, on in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (c) the date Borrower shall have delivered the required Notice of Borrowing; (d) to the extent any 364 Day Bridge Senior Unsecured Indebtedness is outstanding, after giving effect to such Borrowing, the Borrower is in compliance with clause (b) of the definition of 364 Day Bridge Senior Unsecured Indebtedness; and (e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the date of issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct set forth in all respects. (c) Solely with respect to the making of any Loan hereunderthis Section 3.2, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) Issuing Bank will not be required to be used on issue, amend or around such date, but in increase any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an 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 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 the foregoing clauses paragraphs (a) and (b)) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 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 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, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) no Protective Advance shall be outstanding (unless all or a portion of the proceeds of such Borrowing is contemporaneously used to pay any such Protective Advance in full). (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Immediately after giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) Availability shall not exceed the Excess Cash Thresholdbe less than zero. (d) The receipt by the Administrative Agent of a For any Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed during a period that is not a Monthly Reporting Activation Period, if the amount of such requested Borrowing or Letter of Credit is equal to constitute a representation and warranty by or greater than $15,000,000, then the Borrower on shall deliver an updated Borrowing Base Certificate to the Administrative Agent concurrently with the delivery of the applicable Borrowing Request or notice requesting the issuance of a Letter of Credit under Section 2.06(b); provided, that, if a Borrowing Base Certificate was delivered during the thirty (30) day period immediately prior to the date thereof as of such Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower shall not be required to the matters specified in the foregoing clauses deliver an updated Borrowing Base Certificate under paragraph (ad) and (b)of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of 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 or Event of Default shall have occurred and be continuing.exist; (b) The representations at the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) to the extent any 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 are expressly limited 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 casecase 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, on in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (c) the date Borrower shall have delivered the required Notice of such Borrowing; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the date of issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct set forth in all respects. (c) Solely with respect to the making of any Loan hereunderthis Section 3.2, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) Issuing Bank will not be required to be used on issue, amend or around such date, but in increase any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an 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 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 the foregoing clauses paragraphs (a) and (b)) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of any Loan or Letter of Credit, the proceeds of which are or are intended to be used substantially concurrently to consummate the OBDE Merger, the Specified Representations (immediately after giving effect to the OBDE Merger and any Concurrent Transaction) and the OBDE Merger Agreement Representations (immediately prior to giving effect to the OBDE Merger and any Concurrent Transaction) shall be true and correct in all material respects on and as of the OBDE Merger Date, (ii) in the case of a Loan made to pay the purchase price and related fees and expenses in 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 (iiiii ) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) 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 (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of any Loan or Letter of Credit, the proceeds of which are or are intended to be used substantially concurrently to consummate the extent OBDE Merger, no Event of Default under Section 7.01(a)(i) or (d)(i) (solely with respect to a breach of Section 6.07 on a pro forma basis), (i), (j), (k) or (n) shall have occurred and be continuing, (ii) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (iiiii ) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than 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 representations and warranties are expressly limited to an earlier date, in which case, 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, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (including an amendment, extension the Borrowing 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 such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions:conditions (provided that the conditions set forth in clauses (b), (c), (d) and (f) below shall not apply in the case of a Borrowing consisting solely of a continuation or conversion of any Loan or to any amendment, renewal or extension of any Letter of Credit that does not increase the face amount thereof): (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 or Event of Default shall have occurred and be continuing.exist; (b) The at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all 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 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 (i) 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 as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.material respects as of such earlier date), in each case before and after giving effect thereto; (c) Solely with respect to any Borrowing of a Revolving Loan or Swingline Loan or the making issuance of any Loan hereunderLetter of Credit (not including Letters of Credit which, upon issuance, are Cash Collateralized by the Borrower to at least the Minimum Collateral Amount) after the Closing Date, the principal amount of such Loan plus Borrower shall be in compliance with the aggregate amount of cash and Cash Equivalents Financial Covenants on a Pro Forma Basis (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus to such Borrowing or issuance and regardless of whether the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) was required to be used on or around in compliance with such date, but in any event not to exceed five (5Financial Covenants at such time) Business Days after such date) shall not exceed for the Excess Cash Thresholdapplicable Test Period. (d) The receipt by since the date of the financial statements of the Borrower 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; (e) the Borrower shall have delivered the required Notice of Borrowing, if applicable; and (f) the Administrative Agent of a 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. Each Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an and each issuance, 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 on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b), (c) and (b)d) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) 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. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) 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 (i) 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) at the date time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties be continuing and the Commitment Termination Date shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.not have occurred; and (c) Solely with respect to the making of any Loan hereunder, Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transactions) shall not exceed the Excess Cash Threshold. Borrowing Base immediately after giving effect to such extension of credit as well as any Concurrent Transactions (d) The receipt which, with respect to the Borrowing on the Effective Date, shall be deemed satisfied by the Administrative Agent of a Borrowing Request in accordance with Base Certificate delivered pursuant to Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b4.01(a)(vii), 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 the foregoing clauses preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (awithout an increase in the principal amount thereof) and (b)shall not be considered the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, 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: (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 shall have occurred and be continuing. (b) 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 on and as of the date of such Borrowing or the date of issuance, amendmentamendment or extension of such Letter of Credit, renewal 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 or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing. (c) In the case of any Borrowing of Revolving Loans or the issuance, amendment or extension of any Letter of Credit, after giving effect to the incurrence of such Revolving Loans or issuance, amendment or extension of such Letter of Credit, as applicable, except the aggregate outstanding Revolving Exposures would not exceed (i) during the Limited Availability Period, the lesser of (x) the Availability Cap and (y) the aggregate Revolving Commitments then in effect, and (ii) at any other time, the aggregate Revolving Commitments then in effect. (d) In the case of any Borrowing of Revolving Loans, or the issuance, amendment or extension of any Letter of Credit, during the Limited Availability Period, the Cash Balance of the Loan Parties after giving effect to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date incurrence of such Borrowing Revolving Loans 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 as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. $20,000,000. Each Borrowing (d) The receipt by the Administrative Agent 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 (including an amendment, extension or renewal of a Letter of Creditthis Section) 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 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 the foregoing clauses paragraphs (a), (b) and (b)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 new Borrowing (other than a continuation or conversion of any Loan), and of the each Issuing Bank to issue, amend, 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: (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 shall have occurred and be continuing. (b) 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 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 (i) to in the extent case of any such representations representation and warranties are warranty that expressly limited relates to an earlier date, in which case, case such representation and warranty shall be true and correct in all material respects on and as of such earlier date. (b) At the date time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Default shall have occurred and warranties shall continue to be true and correct as continuing. On the date of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents each Borrowing (other than Excluded Casha continuation or conversion of any Loan) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit Credit, the Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in the foregoing clauses 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 Letter of Credit, (i) the aggregate Revolving Exposures shall not exceed the Commitments and (ii) that portion of the aggregate Revolving Exposures attributable to Loans, Letters of Credit and LC Disbursements denominated in Alternate Currencies shall not exceed US$50,000,000.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 (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; provided that solely with respect to the Loans made on the Effective Date, the only representations related to the Eagle Ford Assets the accuracy of which shall be a condition to the Effective Date shall be (a) such of the representations made by or on behalf of the Eagle Ford Seller in the Eagle Ford Purchase Agreement as are material to the interest of the Lenders, but only to the extent that the accuracy of any such representation is a condition to EOC’s obligation to close under the Eagle Ford Purchase Agreement or EOC has the right to terminate its obligations under the Eagle Ford Purchase Agreement as a result of a breach of such representations and (b) the Specified Representations. (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 shall have occurred and be continuing. (bc) The representations At the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations no Borrowing Base Deficiency exists or would be caused thereby. Each Borrowing 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 each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) 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, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such 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 Default or Event of Default shall have occurred and be continuing.; (bc) The representations the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and warranties any Concurrent Transaction) shall not exceed the Borrowing Base (immediately after giving effect to such extension of the Borrower credit and the Guarantors set forth in this Agreement and in the other Loan Documents any Concurrent Transaction), which shall be true and correct in all material respects on and evidenced by a Borrowing Base Certificate (that, so long as of it is still current, may be the date of such Borrowing Base Certificate most recently delivered to the Administrative Agent); and (d) the Administrative Agent shall have received a request for the Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit as required by Section 2.03, as applicable, 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 2.04 or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b2.05(b), as applicable. Each request for Borrowing (but not a Borrowing continuation or conversion thereof) 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 the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit 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 shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) 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 (i) 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) at the date time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true continuing; and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. 107 Revolving Credit Agreement (c) Solely with respect to either (i) the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not 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 (including an amendment, extension or renewal of a Letter 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 the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, and the willingness of the Issuing Bank to amend, renew or extend extend, any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the Administrative Agent shall have received written notice of the applicable Borrower’s intent to borrow or request a Letter of Credit if required by Article II; (b) the representations and warranties of the Company set forth in Article IV (other than the representation set forth in Section 4.08 and the representation set forth in the last sentence of Section 4.06) 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, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; (c) at the time of (and immediately after giving effect to 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.; (bd) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except : (i) the Revolving Credit Exposure of each Lender shall not exceed such Lender’s Commitment; (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the total Commitments at such time; and (iii) the sum of the total Revolving Credit Exposures with respect to Revolving Loans and Letters of Credit to the extent Subsidiary Borrowers plus the aggregate principal amount of outstanding Competitive Loans to the Subsidiary Borrowers shall not exceed $50,000,000; and (e) with respect to any such representations and warranties are expressly limited to an earlier dateBorrowing or Letter of Credit denominated in a Foreign Currency, in which case, on and as of at the date time of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty Foreign Currency 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower readily available in the Borrowing Notice) to be used on or around such date, but amount required and is freely convertible into Dollars in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicableLondon interbank market. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit Credit, as applicable shall be deemed to constitute a representation and warranty by the Company and the applicable Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (ab), (c) and (b)d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of 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 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) no Default shall have occurred and be continuingcontinuing and (ii) the total Revolving Credit Exposures shall not exceed the Loan Limit. (b) The representations and warranties of the Borrower and the Guarantors its Subsidiaries set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) to the extent that any such representation and or warranty that is expressly qualified by materiality “material” or by reference to “Material Adverse Effect” references therein, such representation and or warranty (as so qualified) shall continue to be true and correct in all respectsrespects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) 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 (including an amendment, extension or renewal of a and related Letter of Credit) Credit Agreement in accordance with Section 2.08(b2.07(b), as applicable. (d) Prior to the Covenant Changeover Date, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that attached thereto is an updated Budget as of the date of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable (or certifying that the Budget most recently delivered pursuant to this Agreement has not changed since the date of delivery thereof); (ii) that the cumulative Capital Expenditures actually made by the Borrower and the Restricted Subsidiaries for the Subject Project during the period from and including the Effective Date through and including the date of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, do not exceed 115% of the budgeted cumulative Capital Expenditures for the Subject Project as of the most recently ended calendar month, as set forth in the most recently delivered Budget hereunder (excluding the amount of any Capital Expenditures funded solely with the proceeds of any issuance of the Borrower’s Equity Interests (other than Disqualified Capital Stock), to the extent that the Borrower delivers evidence thereof in form and substance reasonably satisfactory to the Administrative Agent); and (iii) as to the anticipated Capital Expenditures to be funded in part by such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, which Capital Expenditures shall be contemplated by the Budget attached thereto. (e) During the period from and including the Effective Date to but excluding the Covenant Changeover Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 9.01(a), calculated in a manner reasonably acceptable to the Administrative Agent after giving effect to such Borrowing, which financial covenant shall be recomputed on such date using (x) Consolidated Total Indebtedness outstanding on such date and (y) Consolidated Total Capitalization as of such date (and the Borrower shall have provided to the Administrative Agent a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance therewith and certifying that attached thereto is supporting detail for such calculations). (f) Prior to the initial funding hereunder, the Administrative Agent shall have received from each party thereto, duly executed counterparts of a Control Agreement with respect to each Commodity Account, Deposit Account and Securities Account listed on Schedule 7.30. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and Sections 6.02(a), (b), and (e).

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; 72 Revolving Credit Agreement (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 shall have occurred and be continuing.; and (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) 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) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness. Each Borrowing and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make any new Loan (including on the Second Amendment Effective Date, the Initial Term Loan), and of the each 767537780768227557 Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) 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.continuing or would result therefrom; and (bc) The representations either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and warranties any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments by the Obligors or payment of outstanding Indebtedness that is included in the Covered Debt Amount at such time; provided that, in connection with the first extension of credit on or after the Effective Date, the Borrower shall have delivered to the Administrative Agent, in connection with its request for such extension of credit, a Borrowing Base Certificate in form and substance satisfactory to the Administrative Agent showing a calculation of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and Borrowing Base as of the date of such request date.and any Concurrent Transaction. Each Borrowing (but not a continuation or the date of conversion thereof) and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, 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: (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 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 as of such specified 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 shall have occurred and be continuing. (bc) The representations At the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except the consolidated cash and Cash Equivalents (other than (i) any cash set aside by Foreign Subsidiaries in the ordinary course of business or (ii) cash in the Hebron Escrow Account)) balance of the Parent and its Restricted Subsidiaries shall not exceed an amount equal to $25,000,000. Notwithstanding anything contained herein to the extent any such representations contrary in no event shall this Section apply to the cash or Cash Equivalents of CSI Compressco LP or its Subsidiaries. Each Borrowing 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 each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, 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 respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 Parent on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (bc) of this Section. (q) The reference in Section 5.01(h) of the Credit Agreement to “one hundred twenty (120)” is hereby amended to read “sixty (60)”.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew a Loan or extend any provide a Letter of Credit Guarantee or to permit the Borrower to obtain any F/X Contract on the occasion of any Borrowing, (including on the occasions of the initial Borrowings hereunder), 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 shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of each such Borrowing or (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, ) as if made on such date (except where such representation or warranty refers to a different date); (ib) at the time of and immediately after giving effect 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 (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable), such representations no Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, Agent shall have received a Borrowing Request in the principal amount of such Loan plus the aggregate amount of cash manner and Cash Equivalents (other than Excluded Cash) of the Credit Parties at within the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified period required by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold.Section 2.3; and (d) The receipt except as may be otherwise agreed to from time to time by the Administrative Agent and the Borrower in writing, after giving effect to the extension of a credit requested to be made by the Borrower on such date, the aggregate Exposure will not exceed the lesser of (i) the Commitments, or (ii) an amount equal to the Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicableBase. Each request for a Borrowing and Borrowing, including each request for the issuance, amendment, renewal or extension of any a Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the accuracy of the matters specified in the foregoing clauses paragraphs (a) and (b)) above. This requirement does not apply on the conversion or rollover of an existing Borrowing provided that the aggregate outstanding Borrowings will not be increased as a consequence thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, and any conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans pursuant to Section 2.20, 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 shall have occurred and be continuing. (b) 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 on and as of the date of such Borrowing or Borrowing, the date of issuance, amendment, renewal or extension of such Letter of Credit or any conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans pursuant to Section 2.20, as applicableapplicable (other than representations and warranties that relate to a specific earlier date, except (i) to the extent any so long as such representations and warranties are expressly limited to an were 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, 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 or any conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans pursuant to Section 2.20, as applicable, such representations no Default shall have occurred and warranties be continuing. (c) In the case of Initial Term Loans made during the Delayed Funding Period, (i) the 9.00% Redemption shall continue to be true and correct as effected concurrently with the funding of such specified earlier dateInitial Term Loans, on terms and pursuant to documentation reasonably satisfactory to the U.S. Administrative Agent, 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) U.S. Administrative Agent shall continue to be true and correct in all respects. (c) Solely reasonably satisfied with respect to the making arrangements for the deposit of any Loan hereunder, the principal amount proceeds of such Loan plus Initial Term Loans with the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of trustee for the Credit Parties at 9.00% Notes in order to effect the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable9.00% Redemption. Each request for a Borrowing and Borrowing, each request for the issuance, amendment, renewal or extension of any a Letter of Credit and each conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of 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 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. (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 Material Adverse Effect shall have occurred. (c) 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 to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (cd) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash ThresholdDocument. (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 (including 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 on the date thereof as to the matters specified in the foregoing clauses Section 6.02(a) through (a) and (bd).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of 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 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. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and in all material respects (ii) except to the extent that any such representation representations and warranty is expressly qualified warranties are limited by materiality or by reference to Material Adverse Effectmateriality, such representation and warranty (as so qualified) in which case, they shall continue to be true and correct in all respects) as of such specified earlier date. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of 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 and the use of proceeds thereof on the date of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Consolidated Cash Balance shall not exceed the Consolidated Cash Balance Threshold. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) Section 6.02(a), Section 6.02(b), and (bSection 6.02(d).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (ag) The representations and warranties of the Borrower set forth in this Agreement and contained in each of the other Loan Documents shall be true and correct in all material respects (provided that any representation and warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true, correct and complete 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 (i) for purposes of this Section 4.2, 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 Section 3.4(b) need only be true and correct as of the date of this Agreement. (h) 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. (bi) The representations and warranties Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (j) In the case of a Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of the Borrower and Administrative Agent or the Guarantors set forth in this Agreement and Required Lenders, would make it impracticable for such Borrowing to be denominated in the other Loan Documents shall be true relevant Alternative Currency. Each Borrowing and correct in all material respects 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 (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed 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 (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing 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 (or with respect to a Letter of Credit Application, any applicable Subsidiary) on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.