Common use of CONDITIONS TO ALL BORROWINGS Clause in Contracts

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except to the extent that any such representations and warranties speak as to a specific date, in which case such representations and warranties shall be true as of such date); (e) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each any Lender to make an Advance any Revolving Loans, on any Borrowing Date (including on the occasion of each Borrowing or Swing Borrowing Closing Date) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent All of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of contained herein or in any Loan Document by the Loan Parties contained in Article IV of this Agreement Borrower and the other representations and warranties contained in the Loan Documents each Guarantor shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing Date to the same extent as though made on and after giving effect thereto (as of that date, except to the extent that any such representations and warranties speak as specifically relate to a specific an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date);; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (eb) the fact that, No Default or Event of Default shall have occurred and be continuing on such date or immediately after such Borrowing or Swing Borrowing: (A) giving effect to the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;proposed Credit Extension. (fc) No order, judgment or decree of any Governmental Authority shall purport to restrain such Lender from making any Revolving Loans. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to each Pre-Positioned Investment that is funded with any action, suit or proceeding seeking to enjoin or otherwise prevent the proceeds of such Advanceconsummation of, or to recover any damages or obtain relief as a result of, the Administrative Agent and transactions contemplated by this Agreement or the Collateral Custodian shall have received a faxed or .PDF copy making of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Revolving Loans hereunder. (d) The Administrative Agent shall have received a copy Loan Notice in accordance with the requirements hereof. (e) After making the Credit Extension requested on such Borrowing Date the Total Utilization of Revolving Commitments shall not exceed the credit analysis, underwriting materials and any similar document previously prepared Revolving Commitments then in effect. Each Loan Notice submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied (or waived) on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Credit Extension.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance honor any Request for Borrowing (including the initial Borrowing on the occasion Closing Date, but other than a Committed Loan Notice requesting only a conversion of each Borrowing Loans to the other Type, or Swing Borrowing a continuation of Eurodollar Rate Loans) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Borrower and each other Loan Parties Party contained in Article IV of this Agreement and the V or any other representations and warranties contained in the Loan Documents Document shall be truetrue and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Borrowing, except to the extent that any such representations and warranties speak as specifically relate to a specific an earlier date, in which case they shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in Section 5.01 shall be true as of such datedeemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b);, respectively. (eb) the fact thatNo Default shall then exist, immediately or shall exist after giving effect to such proposed Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount and any application of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;proceeds thereof. (fc) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Request for Borrowing in accordance with the requirements hereof. (d) The making of such Borrowing shall not result in the credit analysis, underwriting materials and any similar document previously prepared Total Outstandings made under this Agreement exceeding the amount authorized at such time by the Borrower Interim Financing Order or the Final Financing Order, as applicable. (e) The Interim Financing Order or, after entry thereof, the Final Financing Order, shall be in connection full force and effect and shall not have been vacated, reversed or stayed. (f) No trustee or examiner having expanded powers shall have been appointed, with its investment decision in such Pre-Positioned Investment; andrespect to the Loan Parties, any of their subsidiaries or their respective properties. (g) the fact that, immediately after The making of such Borrowing shall not violate any Requirement of Law (except to the extent non-compliance is permitted under the Bankruptcy Code) and shall not be enjoined temporarily, preliminarily or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Basepermanently. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or Swing Borrowing and each Notice a continuation of Continuation or Conversion hereunder Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by that the Loan Parties relevant conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any request for a Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the occasion other Type, or a continuation of each Borrowing Eurodollar Rate Loans) and any extension of credit pursuant to Section 2.14, 2.15 or Swing Borrowing 2.16 is subject to the satisfaction of the following conditionsconditions precedent, subject to Section 1.09 with respect to Incremental Term Loans only: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Borrower and each other Loan Parties Party contained in Article IV of this Agreement and the V or any other representations and warranties Loan Document, or which are contained in the Loan Documents any document furnished at any time under or in connection herewith or therewith, shall be true, true and correct on and as of the date of such Borrowing in all material respects (other than any such representations and warranties that are qualified by materiality or Swing Borrowing Material Adverse Effect, which shall be true and after giving effect thereto correct in all respects); provided that in the case of any Incremental Term Loans used to finance a Limited Condition Acquisition permitted hereunder, to the extent the Lenders participating in such Incremental Term Loans agree, this Section 4.02(a) shall require only the Specified Representations and customary “acquisition agreement representations” (except i.e., those representations of the seller or target (as applicable) in the applicable acquisition agreement that are material to the interests of the Lenders and only to the extent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under the applicable acquisition agreement as a result of the failure of such representations to be accurate) be true and correct in all material respects (except, in the case of the Specified Representations, to the extent that any such representations representation and warranties speak as to a specific datewarranty is qualified by materiality or Material Adverse Effect, in which case such representations representation and warranties warranty shall be true as of such dateand correct in all respects);. (eb) the fact thatno Default or Event of Default shall exist, immediately after or would result from such proposed Borrowing or Swing Borrowing: (A) from the aggregate outstanding principal amount application of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;proceeds thereof. (fc) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Request for Borrowing in accordance with the requirements hereof. Subject to Section 1.09 with respect to Incremental Term Loans, each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the credit analysis, underwriting materials and any similar document previously prepared other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on the occasion of each Borrowing or Swing Borrowing honor any Loan Notice is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Loan Parties Borrower, the Borrower Parent and the Investment Adviser contained in Article IV of this Agreement and the other representations and warranties each Loan Document, or which are contained in the Loan Documents any document furnished at any time under or in connection herewith or therewith, shall be truetrue and correct (in all material respects, or as so qualified, as applicable) on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Borrowing, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct (in all material respects, or as so qualified, as applicable) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be true as deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent and Collateral Administrator shall have received a Loan Notice in accordance with the requirements hereof, which shall include a Borrower Certification. (d) No Borrowing Base Deficiency shall exist on the date of such date);Borrowing or would arise after giving effect to the relevant Borrowing. (e) For the fact thatavoidance of doubt, immediately after such Borrowing or Swing giving effect to the proposed Borrowing: , the Total Outstandings (plus the greater of (A) the aggregate outstanding principal amount of Aggregate Unfunded Amount minus Cash credited to the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will Unfunded Exposure Account (not to exceed the amount of its Revolver Commitment Aggregate Unfunded Amount and excluding Excluded Amounts) and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will zero) would not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Aggregate Commitments. (f) The Borrower and Borrower Parent have complied with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared all Special Purpose Entity Requirements. Each Loan Notice submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type) or to make an Advance on the occasion of each Borrowing any Loan pursuant to Section 2.01, or Swing Borrowing to effect any Collateral Substitution, is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Company and each other Loan Parties Party contained in Article IV of this Agreement and the V or any other representations and warranties Loan Document, or which are contained in the Loan Documents any document furnished at any time under or in connection herewith or therewith, shall be true, true and correct on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Collateral Substitution, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be true deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Syndicated Credit Agreement. (b) No Default shall exist or would result from such proposed Borrowing or Collateral Substitution or from the application of the proceeds thereof. (c) In the event of a Borrowing, the Lender shall have received a Loan Notice in accordance with the requirements hereof. (d) With respect to each such Financed Property which is to be financed in whole or in part by such Loan, or which is added to the Property Pool by such Collateral Substitution, the Lender shall have received each of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the date of such dateLoan (or a recent date before the date of such Loan, or, with respect to such Financed Properties to be financed as of the Closing Date, except to the extent permitted to be delivered in accordance with Section 6.10) and each in form and substance reasonably satisfactory to the Lender: (i) a satisfactory FIRREA Appraisal; (ii) (x) a Mortgage and evidence of the proper recordation of such Mortgage in the appropriate filing office (or delivery of such Mortgage to the applicable title company for recordation), and (y) the Real Estate Support Documents with respect to such Financed Property; (iii) a copy of the Lease of such Financed Property to the applicable Subsidiary and any sublease or Memorandum of Lease associated therewith, if any; (iv) to the extent the applicable lessee is not already a party to the Guaranty, a fully executed Joinder Agreement executed by the lessee under any Lease of such Financed Property joining such lessee to the Guaranty; (v) a favorable opinion of local counsel to the Borrowers in the state where such Financed Property is located, addressed to the Lender, as to such matters concerning the Borrowers owning such Financed Property, any Guarantor leasing such property, and the Loan Documents as the Lender may reasonably request; (vi) in the event of a Collateral Substitution, a certificate of a Responsible Officer of the Company in form and detail reasonably satisfactory to the Lender (which may be contained in the applicable Loan Notice) demonstrating that the Collateral Substitution Test shall have been met; (vii) Uniform Commercial Code search results showing no Liens on the Financed Property other than Mortgage Permitted Liens and those liens acceptable to the Lender in its sole discretion; (viii) delivery of Uniform Commercial Code financing statements and fixture filings suitable in form and substance for filing in all places required by applicable Law to perfect the Liens of the Lender under the Mortgage and other Security Instruments related to such Financed Property as a first priority Lien (subject only to Mortgage Permitted Liens) as to items of Collateral in which a security interest may be perfected by the filing of financing statements or fixture filings, and such other documents and/or evidence of other actions as may be necessary under applicable Law to perfect the Liens of the Lender under the Mortgage and other Security Instruments related to such Financed Property as a first priority Lien (subject only to Mortgage Permitted Liens) in and to such other Collateral as the Lender may require; (ix) evidence that all insurance (including flood insurance, if applicable) required to be maintained pursuant to the Loan Documents with respect to such Financed Property has been obtained and is in effect; and endorsements naming the Lender as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to such Financed Property; and (x) with respect to the applicable Borrower associated with such Financed Property (to the extent not previously delivered): (A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Borrower is a party; (B) such documents and certifications as the Lender may reasonably require (x) to evidence that each Loan Party is duly organized or formed, and (y) to evidence that such Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (C) a certificate of a Responsible Officer of such Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and (D) a certificate signed by the chief financial officer, treasurer or chief accounting officer of the Company, certifying that the Company individually is Solvent and the Loan Parties taken as a whole are Solvent, in each case after giving effect to the Borrowing or the Collateral Substitution and the other Loan Documents and the Indebtedness pursuant hereto and thereto. (e) the fact that, immediately after The applicable Borrower associated with such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount Financed Property must be a Borrower as of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Closing Date or pursuant to Section 6.05. (f) with With respect to each Pre-Positioned Investment that is funded with the proceeds of such AdvanceCollateral Substitution, the Administrative Agent and the Collateral Custodian Lender shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and$7,500.00 collateral substitution fee. (g) Any fees required to be paid on or before the fact that, immediately after such date of the applicable Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing BaseCollateral Substitution shall have been paid. Each Borrowing or Swing Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type) submitted by the Company and each Notice of Continuation or Conversion hereunder Collateral Substitution shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such the applicable Borrowing or Swing Borrowing as Collateral Substitution. The Company and the Borrowers, jointly and severally, shall pay to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of Lender any collateral substitution fees required by this SectionSection 4.02.

CONDITIONS TO ALL BORROWINGS. The After the Closing Date, the obligation of each Lender or L/C Issuer to make an Advance on the occasion fund any Loan or incur any Letter of each Borrowing or Swing Borrowing Credit Obligation, is subject to the satisfaction or waiver of the following conditionsconditions as of the date thereof: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Borrower and each other Credit Party contained herein or in any other Loan Parties contained Document furnished at any time under or in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents connection herewith or therewith, shall be true, on true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (date, except to the extent that any such representations and warranties speak as or warranty expressly relates to a specific date, an earlier date (in which case event such representations representation and warranties warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (eb) the fact that, no Default or Event of Default has occurred and is continuing or would result immediately after giving effect to such Borrowing Loan or Swing Borrowing: the incurrence of such Letter of Credit Obligation; (Ac) after giving effect to any Revolving Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will Revolving Loans shall not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Maximum Revolving Loan Balance; and (fd) with respect to each Pre-Positioned Investment that is funded with the proceeds of such AdvanceAgent and, if applicable, the Administrative Agent and applicable L/C Issuer or the Collateral Custodian Swingline Lender shall have received a faxed Notice of Borrowing, L/C Request or .PDF copy of Swingline Request, as applicable, in accordance with the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared requirements hereof. The request by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) and acceptance by the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount Borrower of the Revolver Advances and Swing Advances will not exceed proceeds of any Loan or the lesser of: (A) the aggregate amount incurrence of the Revolver Commitments any Letter of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Credit Obligations shall be deemed to be constitute, as of the date thereof, (i) a representation and warranty by the Loan Parties Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the date Secured Parties, pursuant to the Collateral Documents. Notwithstanding anything in this Section 2.2 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or any other Acquisition permitted hereunder, the only conditions precedent to the funding of such Borrowing or Swing Borrowing as to Incremental Term Loans shall be the truth and accuracy of the facts specified conditions precedent set forth in clauses (c), (dSection 1.1(e) and (e) of this Sectionthe related Incremental Facility amendment.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing Eurocurrency Rate Loans) after the Closing Date is subject to the satisfaction or waiver of the following conditionsconditions precedent: (ai) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the each Loan Parties contained Party set forth in Article IV of this Agreement 5 and the in each other representations and warranties contained in the Loan Documents Document shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing with the same effect as though made on and after giving effect thereto (as of such date, except to the extent that any such representations and warranties speak as expressly relate to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date);; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (eii) the fact that, immediately after No Default or Event of Default shall exist or would result from such proposed Borrowing or Swing Borrowing: (A) from the aggregate outstanding principal amount application of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of proceeds therefrom (except in connection with a Borrowing on the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Closing Date). (fiii) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the credit analysisother Type, underwriting materials and any similar document previously prepared or a continuation of Eurocurrency Rate Loans) submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) after the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Closing Date shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Section 4.02 have been satisfied on and as of the date of such Borrowing or Swing Borrowing as the applicable Borrowing. Notwithstanding anything in this Section 4.02 to the truth contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in Section 2.14 and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionrelated Incremental Amendment.

CONDITIONS TO ALL BORROWINGS. The After the Closing Date, the obligation of each Lender or L/C Issuer to make an Advance on the occasion fund any Loan or incur any Letter of each Borrowing or Swing Borrowing Credit Obligation, is subject to the satisfaction or waiver of the following conditionsconditions as of the date thereof: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Borrower and each other Credit Party contained herein or in any other Loan Parties contained Document furnished at any time under or in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents connection herewith or therewith, shall be true, on true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (date, except to the extent that any such representations and warranties speak as or warranty expressly relates to a specific date, an earlier date (in which case event such representations representation and warranties warranty shall be true and correct in all material respect (without duplication of any materiality qualifier contained therein) as of such earlier date); (eb) the fact that, no Default or Event of Default has occurred and is continuing or would result immediately after giving effect to such Borrowing Loan or Swing Borrowing: the incurrence of such Letter of Credit Obligation; (Ac) after giving effect to any Revolving Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will Revolving Loans shall not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Maximum Revolving Loan Balance; and (fd) with respect to each Pre-Positioned Investment that is funded with the proceeds of such AdvanceAgent and, if applicable, the Administrative Agent and applicable L/C Issuer or the Collateral Custodian Swingline Lender shall have received a faxed Notice of Borrowing, L/C Request or .PDF copy of Swingline Request, as applicable, in accordance with the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared requirements hereof. The request by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) and acceptance by the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount Borrower of the Revolver Advances and Swing Advances will not exceed proceeds of any Loan or the lesser of: (A) the aggregate amount incurrence of the Revolver Commitments any Letter of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Credit Obligations shall be deemed to be constitute, as of the date thereof, (i) a representation and warranty by the Loan Parties Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the date Secured Parties, pursuant to the Collateral Documents. Notwithstanding anything in this Section 2.2 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or any other Acquisition permitted hereunder, the only conditions precedent to the funding of such Borrowing or Swing Borrowing as to Incremental Term Loans shall be the truth and accuracy of the facts specified conditions precedent set forth in clauses (c), (dSection 1.1(e) and (e) of this Sectionthe related Incremental Facility amendment.

CONDITIONS TO ALL BORROWINGS. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or incur any Letter of each Lender to make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction Credit Obligation, if, as of the following conditionsdate thereof: (a) receipt any representation or warranty by the Administrative Agent any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated any materiality qualifier contained therein) as of the date of delivery and satisfactory in all respects such date, except to the Administrative Agentextent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect as of such earlier date), and Agent or Required Lenders have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) receipt by any Default or Event of Default has occurred and is continuing or would result after giving effect to any Loan (or the Administrative incurrence of any Letter of Credit Obligation), and Agent or Required Lenders shall have determined not to make any Loan or incur any Letter of such documentation Credit Obligation as the Administrative Agent shall reasonably require confirming a result of that the Borrower shall be in compliance with the Minimum Availability RequirementDefault or Event of Default; (c) after giving effect to any Loan (or the fact thatincurrence of any Letter of Credit Obligations), immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing;the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) after giving effect to any Loan (or the fact that incurrence of any Letter of Credit Obligations), the representations and warranties ratio of the Loan Parties contained in Article IV (i) all Indebtedness (which, for purposes hereof, shall include, without duplication, all Letter of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, on and Credit Obligations) as of the date of such Borrowing or Swing Borrowing incurrence, to (ii) Adjusted EBITDA for the most recent twelve month period ending on or prior to such date for which financial statements have been delivered pursuant to subsection 4.1 (and after giving effect thereto (except prior to delivery of financial statements for January 2008, the December 2007 financial statements delivered prior to the extent that any such representations and warranties speak as Closing Date), would exceed the maximum permitted Leverage Ratio pursuant to a specific date, in which case such representations and warranties shall be true subsection 6.2 as of such date); (e) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount last day of the Revolver Advances most recent calendar quarter. The request by Borrower Representative and acceptance by Borrowers of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, any Loan or the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy incurrence of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy any Letter of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Credit Obligations shall be deemed to be constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the Loan Parties conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on the date behalf of such Borrowing or Swing Borrowing as itself and Lenders, pursuant to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this SectionCollateral Documents.

CONDITIONS TO ALL BORROWINGS. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or incur any Letter of each Lender to make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction Credit Obligation, if, as of the following conditionsdate thereof: (a) receipt any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties which are already qualified or modified by materiality in the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated text thereof) as of the date of delivery and satisfactory in all respects such date, except to the Administrative Agentextent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties which are already qualified or modified by materiality in the text thereof) as of such earlier date), and Agent or Required Lenders have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is so untrue or incorrect; (b) receipt by any Default or Event of Default has occurred and is continuing or would result after giving effect to any Loan (or the Administrative incurrence of any Letter of Credit Obligation), and Agent or Required Lenders shall have determined not to make any Loan or incur any Letter of such documentation Credit Obligation as the Administrative Agent shall reasonably require confirming a result of that the Borrower shall be in compliance with the Minimum Availability RequirementDefault or Event of Default; (c) after giving effect to any Loan (or the fact thatincurrence of any Letter of Credit Obligations), immediately before and after such the Aggregate Revolving Exposure would exceed the Maximum Borrowing or Swing Borrowing, no Default shall have occurred and be continuing;Availability (except as provided in subsection 1.1(a)(ii)); or (d) after giving effect to any Loan and the fact that contemporaneous uses of proceeds thereof, the representations Credit Parties’ cash and warranties Cash Equivalents would violate any provision of Section 5.22. The request by Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Parties contained in Article IV or the incurrence of this Agreement and the other representations and warranties contained in the Loan Documents any Letter of Credit Obligations shall be truedeemed to constitute, on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto thereof, (except to the extent that any such representations and warranties speak as to a specific date, in which case such representations and warranties shall be true as of such date); (ei) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the date of such Borrowing or Swing Borrowing as Secured Parties, pursuant to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this SectionCollateral Documents.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on the occasion honor any Request for Borrowing (other than a Revolving Loan Notice requesting only a conversion of each Borrowing Revolving Loans to another Interest Rate Type, or Swing Borrowing a continuation of Fixed Period Eurodollar Loans) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Loan Parties Borrowers contained in Article IV of this Agreement V and the any other representations Loan Document shall, after taking into account any materiality or other qualification contained therein, be true and warranties contained in the Loan Documents shall be true, correct on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Borrowing, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case such representations and warranties they shall be true and correct as of such earlier date);. (eb) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) Either (i) the fact that, immediately Total Revolving Credit Exposure (after giving effect to such Borrowing or Swing Borrowing: (Aextension of credit) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will shall not exceed the amount of its Revolver Commitment and Borrowing Base reflected on the Borrowing Base Report most recently delivered to the Administrative Agent or (Bii) the aggregate outstanding principal amount Borrowers shall have delivered an updated Borrowing Base Report demonstrating that the Total Revolving Credit Exposure (after giving effect to such extension of the Revolver Advances and Swing Advances will credit) shall not exceed the aggregate amount Borrowing Base after giving effect to such extension of the Revolver Commitments credit as well as any concurrent acquisitions of all Specified Financial Assets or payment of the Lenders as of such date;outstanding Loans. (fd) with respect In the event that an asset to each Pre-Positioned Investment that is funded be purchased with the proceeds of such Advance, a Borrowing made on the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy date of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested Borrowing is to be included in writing by the Administrative AgentBorrowing Base as of the date of the Borrowing, the Administrative Agent shall have received evidence reasonably satisfactory to it that the conditions referred to in clauses (i) and (ii) in the proviso to Section 2.01, as applicable, have been satisfied. (e) The Administrative Agent and, if applicable, the Swingline Lender shall have received a copy Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Revolving Loan Notice requesting only a conversion of the credit analysis, underwriting materials and any similar document previously prepared Revolving Loans to another Interest Rate Type or a continuation of Fixed Period Eurodollar Loans) submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Borrowers shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.03(a) and 4.03(b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type) or to make an Advance on the occasion of each Borrowing any Loan pursuant to Section 2.01, or Swing Borrowing to effect any Collateral Substitution, is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Company and each other Loan Parties Party contained in Article IV of this Agreement and the V or any other representations and warranties Loan Document, or which are contained in the Loan Documents any document furnished at any time under or in connection herewith or therewith, shall be true, true and correct on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Collateral Substitution, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be true deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Syndicated Credit Agreement. (b) No Default shall exist or would result from such proposed Borrowing or Collateral Substitution or from the application of the proceeds thereof. (c) In the event of a Borrowing, the Lender shall have received a Loan Notice in accordance with the requirements hereof. (d) With respect to each Financed Property which is added to the Property Pool by such Collateral Substitution, the Lender shall have received each of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each dated as of the date of such dateLoan (or a recent date before the date of such Loan, or, with respect to such Financed Properties to be financed as of the Closing Date, except to the extent permitted to be delivered in accordance with Section 6.10) and each in form and substance reasonably satisfactory to the Lender: (i) a satisfactory FIRREA Appraisal; (ii) (x) a Mortgage properly executed by a Responsible Officer of the signing Loan Party and evidence of the proper recordation of such Mortgage in the appropriate filing office (or delivery of such Mortgage to the applicable title company for recordation), and (y) the Real Estate Support Documents with respect to such Financed Property; (iii) environmental reports (including Phase I and if requested by the Lender, Phase II environmental assessments) as the Lender may reasonably request, in each case (x) prepared by an environmental expert acceptable to Lender and (y) dated as of a date within twelve (12) months before the date of addition of such property to the Property Pool; (iv) a copy of the Lease of such Financed Property to the applicable Subsidiary and any sublease or Memorandum of Lease associated therewith, if any; (v) to the extent the applicable lessee is not already a party to the Guaranty, a fully executed Joinder Agreement executed by the lessee under any Lease of such Financed Property joining such lessee to the Guaranty; (vi) a favorable opinion of local counsel to the Borrowers in the state where such Financed Property is located, addressed to the Lender, as to such matters concerning the Borrowers owning such Financed Property, any Guarantor leasing such property, and the Loan Documents as the Lender may reasonably request; (vii) a certificate of a Responsible Officer of the Company in form and detail reasonably satisfactory to the Lender (which may be contained in the applicable Loan Notice) demonstrating that the Collateral Substitution Test shall have been met; (viii) Uniform Commercial Code search results showing no Liens on the Financed Property other than Mortgage Permitted Liens and those liens acceptable to the Lender in its sole discretion; (ix) delivery of Uniform Commercial Code financing statements and fixture filings suitable in form and substance for filing in all places required by applicable Law to perfect the Liens of the Lender under the Mortgage and other Security Instruments related to such Financed Property as a first priority Lien (subject only to Mortgage Permitted Liens) as to items of Collateral in which a security interest may be perfected by the filing of financing statements or fixture filings, and such other documents and/or evidence of other actions as may be necessary under applicable Law to perfect the Liens of the Lender under the Mortgage and other Security Instruments related to such Financed Property as a first priority Lien (subject only to Mortgage Permitted Liens) in and to such other Collateral as the Lender may require; (x) evidence that all insurance (including flood insurance, if applicable) required to be maintained pursuant to the Loan Documents with respect to such Financed Property has been obtained and is in effect; and endorsements naming the Lender as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to such Financed Property; and (xi) evidence that such Financed Property is not a Flood Hazard Property; and (xii) with respect to the applicable Borrower associated with such Financed Property (to the extent not previously delivered): (A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Borrower is a party; (B) such documents and certifications as the Lender may reasonably require (x) to evidence that each Loan Party is duly organized or formed, and (y) to evidence that such Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (C) a certificate of a Responsible Officer of such Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and (D) a certificate signed by the chief financial officer, treasurer or chief accounting officer of the Company, certifying that the Company individually is Solvent and the Loan Parties taken as a whole are Solvent, in each case after giving effect to the Collateral Substitution and the other Loan Documents and the Indebtedness pursuant hereto and thereto. (e) the fact that, immediately after The applicable Borrower associated with such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount Financed Property must be a Borrower as of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Closing Date or pursuant to Section 6.05. (f) with With respect to each Pre-Positioned Investment that is funded with Collateral Substitution, (i) the proceeds of such Advance, the Administrative Agent and the Collateral Custodian Lender shall have received a faxed or .PDF copy of $7,500.00 collateral substitution fee and (ii) the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent Lender shall have received a copy of determined that no Environmental Issue exists with respect to any Financed Property that is added to the credit analysis, underwriting materials and any similar document previously prepared Collateral Pool by the Borrower in connection with its investment decision in such Pre-Positioned Investment; andCollateral Substitution. (g) Any fees required to be paid on or before the fact that, immediately after such date of the applicable Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing BaseCollateral Substitution shall have been paid. Each Borrowing or Swing Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type) submitted by the Company and each Notice of Continuation or Conversion hereunder Collateral Substitution shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such the applicable Borrowing or Swing Borrowing as Collateral Substitution. The Company and the Borrowers, jointly and severally, shall pay to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of Lender any collateral substitution fees required by this SectionSection 4.02.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any request for a Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing Eurodollar Rate Loans) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent there exists no Default or Event of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative AgentDefault; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be trueARTICLE V are (i) with respect to representations and warranties that contain a qualification as to materiality, on true and correct in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects, in each case as of the date of such Borrowing or Swing Borrowing (other than the representation and after giving effect thereto (warranty set forth in Section 5.05, which shall only be made by the Borrower as of the date of this Agreement) except to the extent that any such representations and warranties speak as representation or warranty is stated to a specific relate solely to an earlier date, in which case such representations and warranties representation or warranty shall be true as of such date); (e) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (fi) with respect to representations and warranties that contain a qualification as to materiality, true and correct in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects, in each Pre-Positioned Investment that is funded with the proceeds case on and as of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investmentearlier date; and (gc) after giving effect to such Revolving Loan and the fact thatother Revolving Loans being made as a part of such Borrowing, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will Total Outstandings do not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing BaseAggregate Commitments. Each request for a Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or Swing Borrowing and each Notice a continuation of Continuation or Conversion hereunder Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender, Swing Line Lender and LC issuer to make an Advance a Loan or issue or Modify a Facility LC on the occasion of each Borrowing or Swing Borrowing Credit Extension is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice Syndicated Borrowing Notice, Swing Line Borrowing Notice, or request for issuance or Modification of Borrowing a Facility LC, as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agentcase may be; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing BorrowingCredit Extension, no Default or Event of Default shall have occurred and be continuing; (dc) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV 4 of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, true on and as of the date of such Borrowing or Swing Borrowing Credit Extension except for changes expressly permitted herein and after giving effect thereto (except to the extent that any such representations and warranties speak as relate solely to a specific an earlier date, in which case such representations and warranties shall be true as of such date); (ed) the fact that, immediately after such Borrowing or Swing Borrowing: Credit Extension (Ai) the aggregate outstanding principal amount of the Revolver Advances Outstanding Credit Exposure of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment Commitment, and (Bii) the aggregate outstanding principal amount Aggregate Outstanding Credit Exposure of the Revolver Advances and Swing Advances all Lenders will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned InvestmentAggregate Commitment; and (ge) since May 31, 2003, there shall have been no events, acts, conditions or occurrences of whatever nature, singly or in the fact thataggregate, immediately after such Borrowing which have had, or Swing Borrowing the aggregate outstanding principal amount could reasonably be expected to have, a Material Adverse Effect (and for purposes of the Revolver Advances and Swing Advances will foregoing, an Acquisition by the Borrower otherwise permitted by the terms of this Agreement shall not exceed be deemed to have such a Material Adverse Effect at the lesser of: (A) the aggregate amount time of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing BaseAcquisition thereof). Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion request for a Credit Extension hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing or Swing Borrowing request and the date of such Credit Extension as to the truth and accuracy of the facts specified in clauses paragraphs (b), (c), (d) and (e) of this SectionSection 3.2.

CONDITIONS TO ALL BORROWINGS. The obligation obligations of each Lender the Lenders to make an Advance any Loan or issue any Letter of Credit, whether on or after the occasion of each Borrowing or Swing Borrowing is Closing Date, shall also be subject to the satisfaction of the following conditionsconditions precedent: (a) receipt Each of the representations and warranties made by or on behalf of the Administrative Agent Borrower, the Guarantors or any of a Notice of Borrowing as required by Section 2.02their respective Subsidiaries contained in this Agreement, together the other Loan Documents or in any document or instrument delivered pursuant to or in connection with a Borrowing Base Certification Report dated this Agreement shall be true and correct in all material respects as of the date time of delivery the making of such Loan or the issuance of such Letter of Credit, with the same effect as if made at and satisfactory in all respects as of that time, except to the Administrative Agent; (b) receipt extent of changes resulting from transactions permitted by the Administrative Agent Loan Documents (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 documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact thatspecified date), immediately before and after such Borrowing no Default or Swing Borrowing, no Event of Default shall have occurred and be continuing;. (db) At the fact that the representations time of and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, on and as of the date of immediately after giving effect to such Borrowing or Swing Borrowing and after giving effect thereto (except to the extent that any such representations and warranties speak as to a specific dateissuance, in which case such representations and warranties shall be true as amendment, renewal or extension of such date);Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (ec) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative The Agent shall have received a copy fully completed Loan Request for such Loan in accordance with Section 2.7, or a fully completed Letter of Credit Request in accordance with Section 2.10, if applicable. (d) In the case of each Borrowing of Initial Term Loans, the Borrower shall have delivered to the Agent an executed pro forma Compliance Certificate demonstrating that, upon giving effect to such Borrowing of Initial Term Loans, the Borrower shall continue to comply with the Financial Covenants and the Unencumbered Pool Covenant (based on the information as of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Baseprior quarter). Each Borrowing or Swing Borrowing and each Notice issuance, amendment, renewal or extension of Continuation or Conversion hereunder a Letter of Credit shall be deemed to be constitute a representation and warranty by the Loan Parties Borrower on the date of such Borrowing or Swing Borrowing thereof as to the truth and accuracy of the facts matters specified in clauses paragraphs (c), (da) and (eb) of this SectionSection 8.2.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on the occasion of each Borrowing or Swing Borrowing honor any Loan Notice is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Borrower and each other Loan Parties Party contained in Article IV of this Agreement and the VI or any other representations and warranties contained in the Loan Documents Document, shall be true, true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Borrowing, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be true as deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of such date);Section 7.01. (eb) the fact that, immediately after No Default or Event of Default shall exist or would result from such proposed Borrowing or Swing Borrowing: (A) from the aggregate outstanding principal amount application of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;proceeds thereof. (fc) with With respect to each Pre-Positioned Investment that is funded with Term B Borrowing, to the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if extent requested in writing by the Administrative Agentany Xxxxxx, the Administrative Agent shall have received a copy the executed counterpart of the credit analysisTerm B Note, underwriting materials properly executed by a Responsible Officer of the Borrower and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders. (d) With respect to the Term C Borrowing, (i) the Term C Draw Condition shall have been satisfied and (ii) to the extent requested by any similar document previously prepared Lender, the Administrative Agent shall have received the executed counterpart of the Term C Note, properly executed by a Responsible Officer of the Borrower and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders. (e) With respect to each Term B Borrowing and the Term C Borrowing, receipt by the Borrower Administrative Agent of a reasonably satisfactory letter of direction containing funds flow information with respect to the proceeds of the Loans to be advanced on the applicable Term B Borrowing Date and the Term C Borrowing Date, as the case may be. (f) With respect to each Term B Borrowing and the Term C Borrowing, receipt by the Administrative Agent and the Lenders of any fees and original issue discount required to be paid on or before the applicable Term B Borrowing Date and the Term C Borrowing Date, as the case may be (including, in connection with its investment decision in such Pre-Positioned Investment; andeach case, for the avoidance of doubt, pursuant to the Fee Letters). (g) With respect to each Term B Borrowing and the fact thatTerm C Borrowing, immediately after such the Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent and counsel to the Lenders, in each case, incurred prior to the applicable Term B Borrowing Date or Swing the Term C Borrowing Date, as the aggregate outstanding principal amount of case may be, and in each case to the Revolver Advances extent invoiced to the Borrower at least two (2) Business Days prior to the Term B Borrowing Date or the Term C Borrowing Date, as the case may be, and Swing Advances will not exceed solely to the lesser of: extent required under Section 11.04 hereof. (Ah) The Administrative Agent shall have received a Loan Notice in accordance with the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Baserequirements hereof. Each Borrowing or Swing Borrowing and each Loan Notice of Continuation or Conversion hereunder submitted by the Borrower shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 5.02(a), (b), and (d)(i) (if applicable) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on Loans (including the occasion of each Borrowing or Swing Borrowing initial Loan) is subject to the satisfaction of the following conditionsconditions in each instance: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the The Administrative Agent shall reasonably require confirming that the Borrower shall be have received (i) a written Borrowing Notice in compliance accordance with the Minimum Availability Requirement; (c) requirements hereof, which shall include instructions to fund the fact that, immediately before Project Company’s capital calls and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties relevant account information of the Loan Parties contained in Article IV of this Agreement Project Company, (ii) a written capital call request by the Project Company, which shall include evidence detailing the Project Costs due and the other representations and warranties contained in the Loan Documents shall to be true, paid on and as of or prior to the date of such Borrowing or Swing Borrowing and reasonably expected to be due or incurred within ninety (90) days after giving effect thereto (except to the extent that any such representations and warranties speak as to a specific date, in which case such representations and warranties shall be true as date of such date); (e) the fact Borrowing; provided that, immediately after if such Borrowing or Swing Borrowing: (A) capital call request does not include the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agentforegoing information, the Administrative Agent shall have received a copy certificate signed by a Responsible Officer of the credit analysis, underwriting materials Borrower setting out the eligible Project Costs that are due and any similar document previously prepared by payable and that are otherwise expected to become payable with the Borrower in connection with its investment decision in proceeds of such Pre-Positioned Investment; and capital call (g) which certificate shall include sufficient level of detail to enable the fact that, immediately after such Borrowing or Swing Borrowing Administrative Agent to verify the aggregate outstanding principal amount accuracy of the Revolver Advances and Swing Advances will not exceed the lesser of: (Aeligible Project Costs) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (Biii) without duplication of (ii), the Borrowing Base. Each Borrowing or Swing Borrowing Corporate Costs due and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties paid on or prior to the date of such Borrowing or Swing Borrowing as reasonably expected to be due or incurred within ninety (90) days after the date of such Borrowing. (b) Other than with respect to the truth initial Borrowing, the Administrative Agent shall have received a Cost-to-Complete Certificate from the Independent Technical Consultant that evidences the Available Resources are equal to or higher than the Projected Corporate and accuracy Project Costs. (c) The representations and warranties of each Borrower Group Member set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the facts specified date of the Borrowing of the Loans (or, in clauses the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date). (cd) Other than the defaults under the Lucky Shot Lease to be remedied pursuant to Section 5.24, no Default or Event of Default shall have occurred and be continuing or would result from the Borrowing of such Loans or from the application of proceeds thereof. (e) No Material Adverse Effect has occurred and is continuing. (f) The Lenders and the Agents shall have received all fees required to be paid, and all expenses (including the fees and expenses of legal counsel) for which reasonably detailed invoices have been presented at least two (2) Business Days prior to the date of the Borrowing of the Loans, required to be paid under the Loan Documents. (g) All material Governmental Authorizations or third-party filing, consent and approval necessary for the then-current stage of the Project shall be in full force and effect and the Administrative Agent shall have received certified copies of such Governmental Authorizations and third-party filings, approvals and consents. (h) Solely with respect to the second Borrowing, the Administrative Agent shall have received (i) executed copies of the confirmations of trade under each Required Hedge Agreements, (ii) executed copies of each control agreement in respect of the accounts set forth on Schedule 4.01(cc), (diii) true, correct and complete copies (as certified by a Responsible Officer of Contango, which certificate shall also confirm that the Governmental Authorizations are in full force and effect) of (x) a written irrevocable notice from, or arrangement by, the Project Company to the Borrower agreeing to deliver Refined Gold and Refined Silver (each as defined in the Toll Milling Agreement) to the applicable Metals Account, (y) the Feasibility Study and (ez) the following Governmental Authorization in respect of this Sectionthe Project (A) waste management permit and (B) plan of operations and (iv) evidence that the Borrower has received and spent (or a certificate from a Responsible Officer of the Borrower certifying that the Borrower has received and will spend within ninety (90) days following the date of such Borrowing) the cash proceeds from the issuance of Equity Interests to Contango as required pursuant to the Financing Plan to fund the Project Company’s capital calls. (i) Solely with respect to the second Borrowing, the Borrower shall execute, deliver, record and file any and all such further agreements, financing statements, notices of assignment and other instruments necessary to create and perfect a first priority security interest in favor of the Collateral Agent over the Proceeds Account, the Debt Service Reserve Account and each Metals Account under the laws of the applicable jurisdictions in which such accounts are located and provide a legal opinion addressed to the Secured Parties in respect of the perfection of such security interest. (j) Solely with respect to the final Borrowing of the Term Loans, the Debt Service Reserve Account shall have on deposit an amount equal to the DSR Required Balance (including, if applicable, after application of the proceeds of such final Borrowing of the Term Loans).

CONDITIONS TO ALL BORROWINGS. The obligation of each any Lender or any LC Issuer to make an Advance any Revolving Loans or to issue any Facility LCs, on any Borrowing Date (other than on the occasion of each Borrowing or Swing Borrowing Closing Date), is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent All of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of contained herein or in any Loan Document by the Loan Parties contained in Article IV of this Agreement Borrowers and the other representations and warranties contained in the Loan Documents each Guarantor shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing Date to the same extent as though made on and after giving effect thereto (as of that date, except to the extent that any such representations and warranties speak as specifically relate to a specific an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date);; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (eb) the fact that, No Default or Event of Default shall have occurred and be continuing on such date or immediately after such Borrowing or Swing Borrowing: (A) giving effect to the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;proposed Credit Extension. (fc) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Loan Notice or Facility LC Application, as applicable, in accordance with the requirements hereof. (d) After making the Credit Extension requested on such Borrowing Date (i) the Total Utilization of Revolving Commitments shall not exceed the credit analysis, underwriting materials Revolving Commitments then in effect and any similar document previously prepared (ii) the Revolving Exposure of each Lender shall not exceed the Revolving Commitments of such Lender. Each Loan Notice and each Facility LC Application submitted by the applicable Borrower (other than in connection with its investment decision in such Pre-Positioned Investment; and (ga Credit Extension on the Closing Date) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied (or waived) on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Credit Extension.

CONDITIONS TO ALL BORROWINGS. The obligation of each ---------------------------- Lender, Swing Line Lender and LC issuer to make an Advance a Loan or issue or Modify a Facility LC on the occasion of each Borrowing or Swing Borrowing Credit Extension is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice Syndicated Borrowing Notice, Swing Line Borrowing Notice, or request for issuance or Modification of Borrowing a Facility LC, as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agentcase may be; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing BorrowingCredit Extension, no Default or Event of Default shall have occurred and be continuing; (dc) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV 4 of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, true on and as of the date of such Borrowing or Swing Borrowing Credit Extension except for changes expressly permitted herein and after giving effect thereto (except to the extent that any such representations and warranties speak as relate solely to a specific an earlier date, in which case such representations and warranties shall be true as of such date); (ed) the fact that, immediately after such Borrowing or Swing Borrowing: Credit Extension (Ai) the aggregate outstanding principal amount of the Revolver Advances Outstanding Credit Exposure of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment Commitment, and (Bii) the aggregate outstanding principal amount Aggregate Outstanding Credit Exposure of the Revolver Advances and Swing Advances all Lenders will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned InvestmentAggregate Commitment; and (ge) since May 31, 2000, there shall have been no events, acts, conditions or occurrences of whatever nature, singly or in the fact thataggregate, immediately after such Borrowing which have had, or Swing Borrowing the aggregate outstanding principal amount could reasonably 44 be expected to have, a Material Adverse Effect (and for purposes of the Revolver Advances and Swing Advances will foregoing, an Acquisition by the Borrower otherwise permitted by the terms of this Agreement shall not exceed be deemed to have such a Material Adverse Effect at the lesser of: (A) the aggregate amount time of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing BaseAcquisition thereof). Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion request for a Credit Extension hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing or Swing Borrowing request and the date of such Credit Extension as to the truth and accuracy of the facts specified in clauses paragraphs (b), (c), (d) and (e) of this SectionSection 3.2.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any Request for Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing Fixed Period Eurodollar Loans) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Loan Parties Borrowers contained in Article IV of this Agreement V and the any other representations Loan Document, and warranties which are contained in the Loan Documents shall any document furnished at any time under or in connection herewith or therewith, shall, after taking into account any materiality or other qualification contained therein, be true, true and correct on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Borrowing, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be true as deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a current Borrowing Base Report dated within three (3) Business Days of the drawdown date of such date);Loan or such more recent Borrowing Base Report as the Administrative Agent or any Lender shall reasonably request. (ed) In the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect event that an asset to each Pre-Positioned Investment that is funded be purchased with the proceeds of such Advance, a Borrowing made on the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy date of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested Borrowing is to be included in writing by the Administrative AgentBorrowing Base as of the date of the Borrowing, the Administrative Agent shall have received a copy evidence reasonably satisfactory to it that the conditions referred to in clauses (i), (ii) and (iii) of the credit analysisproviso to the definitions of Tranche A Borrowing Base or Tranche Borrowing Base, underwriting materials and any similar document previously prepared as applicable, have been satisfied. (e) The Administrative Agent and, if applicable, the Swingline Lender shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Fixed Period Eurodollar Loans) submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Borrowers shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any request for a Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing Term SOFR Loans) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent there exists no Default or Event of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative AgentDefault; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be trueARTICLE V are (i) with respect to representations and warranties that contain a qualification as to materiality, on true and correct in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects, in each case as of the date of such Borrowing or Swing Borrowing (other than the representation and after giving effect thereto (warranty set forth in Section 5.05, which shall only be made by the Borrower as of the date of this Agreement) except to the extent that any such representations and warranties speak as representation or warranty is stated to a specific relate solely to an earlier date, in which case such representations and warranties representation or warranty shall be true as of such date); (e) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (fi) with respect to representations and warranties that contain a qualification as to materiality, true and correct in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects, in each Pre-Positioned Investment that is funded with the proceeds case on and as of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investmentearlier date; and (gc) after giving effect to such Revolving Loan and the fact thatother Revolving Loans being made as a part of such Borrowing, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will Total Outstandings do not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing BaseAggregate Commitments. Each request for a Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or Swing Borrowing and each Notice a continuation of Continuation or Conversion hereunder Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each any Lender to make an Advance any Revolving Loans, on any Borrowing Date (including on the occasion of each Borrowing or Swing Borrowing Closing Date) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent All of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of contained herein or in any Loan Document by the Loan Parties contained in Article IV of this Agreement Borrower and the other representations and warranties contained in the Loan Documents each Guarantor shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing Date to the same extent as though made on and after giving effect thereto (as of that date, except to the extent that any such representations and warranties speak as specifically relate to a specific an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date);; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (eb) the fact that, No Default or Event of Default shall have occurred and be continuing on such date or immediately after such Borrowing or Swing Borrowing: (A) giving effect to the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;proposed Credit Extension. (fc) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Loan Notice in accordance with the requirements hereof. (d) After making the Credit Extension requested on such Borrowing Date the Total Utilization of Revolving Commitments shall not exceed the credit analysis, underwriting materials and any similar document previously prepared Revolving Commitments then in effect. Each Loan Notice submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied (or waived) on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Credit Extension.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) an Officer’s Certificate to the fact effect that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except to the extent that any such representations and warranties speak as to a specific date, in which case such representations and warranties shall be true in all material respects as of such date); (e) an Officer’s Certificate to the fact effect that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) an Officer’s Certificate to the fact effect that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances Covered Debt Amount will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Conformed Credit Agreement - Page 78 140760.01015/130833253v.5 Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Section.and

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing Eurocurrency Rate Loans) is subject to the satisfaction or waiver of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the each Loan Parties contained Party set forth in Article IV of this Agreement 5 and the in each other representations and warranties contained in the Loan Documents Document shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing with the same effect as though made on and after giving effect thereto (as of such date, except to the extent that any such representations and warranties speak as expressly relate to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date);; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (eb) the fact that, immediately after No Default or Event of Default shall exist or would result from such proposed Borrowing or Swing Borrowing: (A) from the aggregate outstanding principal amount application of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of proceeds therefrom (except in connection with a Borrowing on the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Closing Date). (fc) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the credit analysisother Type, underwriting materials and any similar document previously prepared or a continuation of Eurocurrency Rate Loans) submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Section 4.02(a) (and, if submitted after the Closing Date, Section 4.02(b)) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and applicable Borrowing; provided that the only representations the accuracy of which shall be a condition to Borrowings hereunder on the facts specified Closing Date are the representations set forth in clauses (c), (dSections 4.01(e) and (e) i). Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of this SectionIncremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in Section 2.14 and the related Incremental Amendment.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing Eurodollar Rate Loans) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Loan Parties Borrower and each other Credit Party contained in Article IV of this Agreement and the VI or any other representations and warranties Credit Document, or which are contained in the Loan Documents any document furnished at any time under or in connection herewith or therewith, shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Borrowing, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be true as deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of such date);Section 7.01. (eb) the fact thatNo Default or Event of Default shall exist, immediately after or would result from such Borrowing or Swing proposed Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;. (fc) There shall not have occurred a Bankruptcy Event with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the any Credit Party. (d) The Administrative Agent shall have received (i) a copy Loan Notice in accordance with the requirements hereof, and (ii) a duly completed Compliance Certificate signed by a Responsible Officer of the credit analysis, underwriting materials Borrower and any similar document previously prepared by giving pro forma effect to the Borrower requested Borrowing. (e) The Administrative Agent shall have approved in accordance with the provisions of Section 7.12 hereof all Approved Properties included in the calculation of the Borrowing Base in the Compliance Certificate delivered in connection with its investment decision clause (d) above and have received all applicable deliverables required pursuant to Section 7.12 in such Pre-Positioned Investment; andconnection therewith. (gf) Immediately after giving effect to the fact thatmaking of such Borrowing, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will Outstanding Amount shall not exceed the lesser of: of (Ai) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; Aggregate Revolving Commitments, and (Bii) the Borrowing Base. Each Borrowing or Swing Borrowing and each Loan Notice of Continuation or Conversion hereunder submitted by the Borrower shall be deemed to be a representation representation, warranty and warranty by covenant that the Loan Parties on the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts conditions specified in clauses Sections 5.02(a), (b), (c), (de) and (ef) have been or will be satisfied on and as of this Sectionthe date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing LIBOR Loans) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Borrower and each other Loan Parties Party contained in Article IV of this Agreement and the V or any other representations and warranties Loan Document, or which are contained in the Loan Documents any document furnished at any time under or in connection herewith or therewith, shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto the proposed Borrowing, except (except i) to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct as of such earlier date, (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be true as deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of such date)Section 6.01; (eb) the fact thatNo Default shall exist, immediately after or would result from such proposed Borrowing or Swing Borrowing: (A) from the aggregate outstanding principal amount application of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;proceeds thereof. (fc) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Committed Loan Notice in accordance with the requirements hereof. (d) Any such proposed Borrowing does not exceed the unused portion of the credit analysis, underwriting materials and any similar document previously prepared Commitments at such time. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR Loans) submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The Except as set forth in Section 2.16(2) with respect to Incremental Loans or with respect to extensions of credit made on the Restatement Effective Date, the obligation of each Lender to honor a Committed Loan Notice, of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, and of the Swing Line Lender to make an Advance on the occasion of each Borrowing or Swing Borrowing Line Loans, is subject to the satisfaction of the following conditionsconditions precedent: (a1) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Borrower and each other Loan Parties Party contained in Article IV of this Agreement and the V or any other representations and warranties contained in the Loan Documents Document shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except issuance, amendment, renewal or extension of any Letter of Credit; provided, that to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date); provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (e2) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy of Committed Loan Notice in accordance with the credit analysisrequirements hereof and, underwriting materials and any similar document previously prepared by if applicable, the Borrower Issuing Bank shall have received an Issuance Notice in connection accordance with its investment decision the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in such Pre-Positioned Investmentaccordance with the requirements hereof; and (g3) As of the fact that, immediately after date of such Borrowing or Swing Borrowing the aggregate outstanding principal amount date of any issuance, amendment, renewal or extension of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to the Revolver Advances and Swing Advances will not exceed extensions of credit requested to be made) or would result after giving effect to the lesser of: (A) the aggregate amount extensions of the Revolver Commitments of all of the Lenders as of credit requested to be made on such date; and (B) the Borrowing Base. Each Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or Swing Borrowing a continuation of Eurodollar Rate Loans) and each Issuance Notice of Continuation or Conversion hereunder submitted by the Borrower shall be deemed to be a representation and warranty by that the Loan Parties condition specified in Sections 4.02(1) and (3) has been satisfied on and as of the date of such the applicable Borrowing or Swing Borrowing as to the truth and accuracy issuance, amendment, renewal or extension of the facts specified in clauses (c), (d) and (e) a Letter of this SectionCredit.

CONDITIONS TO ALL BORROWINGS. The obligation obligations of each Lender the Lenders to make an Advance any Loan, and of the Agent and the L/C Issuers to issue, extend or renew any Letter of Credit, in each case whether on or after the occasion of each Borrowing or Swing Borrowing is Closing Date, shall also be subject to the satisfaction of the following conditions:conditions precedent (provided that such conditions precedent shall be deemed to be satisfied on the Roll-up Effective Time with respect of the roll-up of the Pre-Petition Obligations): (a) receipt by Each of the Administrative Agent representations and warranties of a Notice any of Borrowing as required by Section 2.02the Borrowers and their Subsidiaries contained in this Credit Agreement, together the other Loan Documents or in any document or instrument delivered pursuant to or in connection with a Borrowing Base Certification Report dated this Credit Agreement shall be true and correct in all material respects as of the date as of delivery which they were made and satisfactory shall also be true and correct in all material respects at and as of the time of the making of such Loan or the issuance, extension or renewal of such Letter of Credit, with the same effect as if made at and as of that time (except to the Administrative Agent; (bextent that such representations and warranties relate expressly to an earlier date) receipt by the Administrative Agent and no Default or Event of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing;. (b) No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Lender would make it illegal for such Lender to make such Loan or to participate in the issuance, extension or renewal of such Letter of Credit or in the reasonable opinion of the Agent would make it illegal for the Agent to issue, extend or renew such Letter of Credit. (c) Each Lender shall have received such statements in substance and form reasonably satisfactory to such Lender as such Lender shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System. (d) All proceedings in connection with the fact that transactions contemplated by this Credit Agreement, the representations other Loan Documents and warranties of all other documents incident thereto shall be satisfactory in substance and in form to the Loan Parties contained in Article IV of this Agreement Lenders and to the Agent and the Agent’s Special Counsel, and the Lenders, the Agent and such counsel shall have received all information and such counterpart originals or certified or other representations and warranties contained in the Loan Documents shall be true, on and as of the date copies of such Borrowing or Swing Borrowing and after giving effect thereto (except to documents as the extent that any such representations and warranties speak as to a specific dateAgent may reasonably request, in which case such representations and warranties shall be true as of such date);including the Revolving Credit Loan Request required by §2.6. (e) All other conditions to borrowing in the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian DIP Order shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionbeen satisfied.

CONDITIONS TO ALL BORROWINGS. The obligation obligations of each Lender the Lenders to make an Advance any Loan under this Credit Agreement and the obligations of the Co-Agent and the Lenders to incur any Letter of Credit Obligations under this Credit Agreement, in each case whether on or after the Closing Date, and the obligations of the Lenders and the Co-Agent to give effect to the transition provisions of ss.29 so that "Loans" and "Letters of Credit" under and as defined in the Original DIP Credit Agreement become Loans and Letters of Credit under this Credit Agreement on the occasion of each Borrowing or Swing Borrowing is Closing Date, shall also be subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by 14.1. FINAL ORDER; FINAL ORDER AMENDMENT. The Bankruptcy Court shall have entered the Administrative Agent of a Notice of Borrowing as required by Section 2.02Final Order Amendment, together with a Borrowing Base Certification Report dated as of and the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower Final Order shall be in full force and effect and shall not have been amended, modified, stayed, or reversed. If either the Final Order Amendment or the Final Order is the subject of a pending appeal in any respect, none of the Final Order, the Final Order Amendment, the making of the Loans, the issuance, extension or renewal of any Letters of Credit, "Loans" and "Letters of Credit under and as defined in the Original DIP Credit Agreement becoming Loans or Letters of Credit under this Credit Agreement, or the performance by any of the Borrowers of any of the Obligations shall be the subject of a presently effective stay pending appeal. The Borrowers, the Agents and the Lenders shall be entitled to rely in good faith upon the Final Order Amendment and the Final Order, notwithstanding objection thereto or appeal therefrom by any interested party. The Borrowers, the Agents and the Lenders shall be permitted and, at the election of the Agents and the Lenders, required to perform their respective obligations in compliance with this Credit Agreement, notwithstanding any such objection or appeal unless and for so long as the Minimum Availability Requirement; (c) Final Order Amendment or the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties Final Order has been stayed by a court of the Loan Parties contained in Article IV of this Agreement competent jurisdiction. The Agents and the other representations and warranties contained in Lenders may, however, elect to defer the Loan Documents shall be true, on and making of any Loans or the incurring of any Letter of Credit Obligations hereunder until such time as of the date of such Borrowing no objection or Swing Borrowing and after giving effect thereto (except to the extent that any such representations and warranties speak as to a specific date, in which case such representations and warranties shall be true as of such date); (e) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that appeal is funded with the proceeds of such Advance, the Administrative Agent pending and the Collateral Custodian shall have received a faxed period for lodging any objection or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionappeal has expired.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender Bank to make an Advance a Loan on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.022.02 (if such Borrowing is not a Money Market Borrowing), together or (ii) compliance with the provisions of Section 2.03 (if such Borrowing is a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative AgentMoney Market Borrowing); (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (dc) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement and the other representations and warranties of each of the Loan Parties contained in the Loan Documents shall be true, true on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except to the extent that any such representations and warranties speak as to a specific date, in which case such representations and warranties shall be true as of such date);Borrowing; and (ed) the fact that, immediately after such Borrowing or Swing Borrowing: (Ai) the aggregate outstanding principal amount of the Revolver Advances Revolving Credit Loans of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances Bank will not exceed the amount of its Revolver Revolving Credit Commitment and (Bii) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances Revolving Credit Loans will not exceed the aggregate amount of the Revolver Revolving Credit Commitments of all of the Lenders Banks as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (cb), (dc) and (ed) of this Section; provided that such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrower to the Banks if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing Eurocurrency Rate Loans) is subject to the satisfaction or waiver of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the each Loan Parties contained Party set forth in Article IV of this Agreement V and the in each other representations and warranties contained in the Loan Documents Document shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing with the same effect as though made on and after giving effect thereto (as of such date, except to the extent that any such representations and warranties speak as expressly relate to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date);; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (eb) the fact that, immediately after No Default or Event of Default shall exist or would result from such proposed Borrowing or Swing Borrowing: (A) from the aggregate outstanding principal amount application of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of proceeds therefrom (except in connection with a Borrowing on the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Closing Date). (fc) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the credit analysisother Type, underwriting materials and any similar document previously prepared or a continuation of Eurocurrency Rate Loans) submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Section 4.02(a) (and, if submitted after the Closing Date, Section 4.02(b)) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and applicable Borrowing; provided that the only representations the accuracy of which shall be a condition to Borrowings hereunder on the facts specified Closing Date are the representations set forth in clauses (c), (dSections 4.01(e) and (e) i). Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of this SectionIncremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in Section 2.14 and the related Incremental Amendment.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) an Officer’s Certificate to the fact effect that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except to the extent that any such representations and warranties speak as to a specific date, in which case such representations and warranties shall be true in all material respects as of such date); (e) an Officer’s Certificate to the fact effect that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) an Officer’s Certificate to the fact effect that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances Covered Debt Amount will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Section.

CONDITIONS TO ALL BORROWINGS. The Except as set forth in Section 2.16(2) with respect to Incremental Loans, the obligation of each Lender to honor a Committed Loan Notice, of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, and of the Swing Line Lender to make an Advance on the occasion of each Borrowing or Swing Borrowing Line Loans, is subject to the satisfaction of the following conditionsconditions precedent: (a1) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Borrower and each other Loan Parties Party contained in Article IV of this Agreement and the V or any other representations and warranties contained in the Loan Documents Document shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except issuance, amendment, renewal or extension of any Letter of Credit; provided, that to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date); provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (e2) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy of Committed Loan Notice in accordance with the credit analysisrequirements hereof and, underwriting materials and any similar document previously prepared by if applicable, the Borrower Issuing Bank shall have received an Issuance Notice in connection accordance with its investment decision the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in such Pre-Positioned Investmentaccordance with the requirements hereof; and (g3) As of the fact that, immediately after date of such Borrowing or Swing Borrowing the aggregate outstanding principal amount date of any issuance, amendment, renewal or extension of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to the Revolver Advances and Swing Advances will not exceed extensions of credit requested to be made) or would result after giving effect to the lesser of: (A) the aggregate amount extensions of the Revolver Commitments of all of the Lenders as of credit requested to be made on such date; and (B) the Borrowing Base. Each Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or Swing Borrowing a continuation of Eurodollar Rate Loans) and each Issuance Notice of Continuation or Conversion hereunder submitted by the Borrower shall be deemed to be a representation and warranty by that the Loan Parties condition specified in Sections 4.02(1) and (3) has been satisfied on and as of the date of such the applicable Borrowing or Swing Borrowing as to the truth and accuracy issuance, amendment, renewal or extension of the facts specified in clauses (c), (d) and (e) a Letter of this SectionCredit.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on the occasion of each Borrowing or Swing Borrowing honor any Loan Notice is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Loan Parties Borrower, the Borrower Parent and the Collateral Manager contained in Article IV of this Agreement and the other representations and warranties each Loan Document, or which are contained in the Loan Documents any document furnished at any time under or in connection herewith or therewith, shall be truetrue and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Borrowing, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be true as deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent and Collateral Administrator shall have received a Loan Notice in accordance with the requirements hereof, which shall include a Borrower Certification. (d) No Borrowing Base Deficiency shall exist on the date of such date);Borrowing or would arise after giving effect to the relevant Borrowing. (e) For the fact thatavoidance of doubt, immediately after such Borrowing or Swing giving effect to the proposed Borrowing: (A) , the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will Total Outstandings would not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Aggregate Commitments. (f) The Borrower and Borrower Parent have complied with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared all Special Purpose Entity Requirements. Each Loan Notice submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing any Borrowing, and of any Issuing Bank to issue, amend, renew or Swing Borrowing extend any Letter of Credit, is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement and V (other than the other representations and warranties contained in Sections 5.11 and 5.13 for all Borrowings other than any Borrowing occurring on the Closing Date) or any other Loan Documents Document that are qualified by materiality shall be true, true and correct on and as of the date of such Borrowing or Swing the date of issuance, amendment, renewal or extension of such Letter of Credit, and the representations and warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing and after giving effect thereto (or the date of issuance, amendment, renewal or extension of such Letter of Credit, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided, 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 except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be true as deemed to refer to the most recent financial statements delivered pursuant to clauses (a) and (b) respectively, of such date);Section 6.01. (eb) No Default shall exist, or would result from such proposed Credit Extension or from the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount application of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;proceeds thereof. (fc) with respect After giving effect to each Pre-Positioned Investment that is funded such Credit Extension, the Borrower would be in pro forma compliance with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Liquidity Covenant. (d) The Administrative Agent shall have received a copy Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice in respect of the credit analysis, underwriting materials and any similar document previously prepared a Borrowing submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact thatBorrower, immediately after such Borrowing each issuance, amendment, renewal or Swing Borrowing the aggregate outstanding principal amount extension of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount a Letter of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Credit shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in this Section 4.02 have been satisfied on and as of the date of such the applicable Borrowing or Swing Borrowing as to the truth and accuracy issuance, amendment, renewal or extension of the facts specified in clauses (c), (d) and (e) such Letter of this SectionCredit.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to make an Advance on the occasion honor any request for a Borrowing (other than a Committed Loan Notice requesting only a continuation of each Borrowing or Swing Borrowing Loans) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Credit Parties contained in Article IV of this Agreement and the V or any other representations and warranties Loan Document, or which are contained in the Loan Documents any document required to be furnished at any time under or in connection herewith or therewith, shall be true, true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Borrowing, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date; (b) no Default shall exist on the date of such Borrowing, or would result from such proposed Borrowing or from the application of the proceeds thereof; (c) after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the aggregate Commitment at such time; (d) the amount of such Borrowing shall not exceed the lesser of (x) the unused Commitment at such time (as such Commitment may be reduced pursuant to Section 2.07) and (y) the amount necessary (without duplication of previous Borrowings) for the Borrower and its Subsidiaries to pay Expenses during the thirty (30) day period following such Borrowing (as set forth in reasonable detail in the Committed Loan Notice); (e) the fact that, immediately after such Borrowing or Swing Borrowing: Revolving Loans (Aunder and as defined in the First Lien Credit Agreement) shall be unavailable to the aggregate outstanding principal amount of SUBREIT Entities at the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as time of such daterequest (unless such Revolving Loans are unavailable solely because such Revolving Loans are fully drawn at such time); (f) with respect to each Pre-Positioned Investment that is funded with there shall be a default under the proceeds of Master Lease at such Advance, time arising from the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy failure of the executed noteHCR III Healthcare, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy LLC to pay any or all of the credit analysis, underwriting materials rent due and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investmentpayable thereunder; and (g) the fact that, immediately after such Borrowing or Swing Borrowing Lender shall have received a Committed Loan Notice in accordance with the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Baserequirements hereof. Each request for a Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder submitted by the Borrower shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) through (f) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance any Loans (including on the occasion of each Borrowing or Swing Borrowing Closing Date) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Loan Parties Company contained in Article IV of this Agreement and the 5 or any other representations and warranties Loan Document, or which are contained in the Loan Documents any document furnished at any time under or in connection herewith or therewith, (x) which are not qualified as to materiality shall be truetrue and correct in all material respects and (y) which are qualified as to materiality shall be true and correct, in each case, on and as of the date of such Borrowing or Swing Borrowing Loan Notice and after giving effect thereto (to such borrowing, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct in all material respects, or true and correct, as the case may be, as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.11(a) and (b) shall be true as of such datedeemed to refer to the most recent statements furnished prior to the Closing Date or pursuant to Sections 6.01(a) and (b);, respectively. (eb) the fact that, No Default or Event of Default shall have occurred and be continuing on such date or immediately after such Borrowing or Swing giving effect to the proposed Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;. (fc) No order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making any Loans to be made by it. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to each Pre-Positioned Investment that is funded with any action, suit or proceeding seeking to enjoin or otherwise prevent the proceeds of such Advanceconsummation of, or to recover any damages or obtain relief as a result of, the Administrative Agent and transactions contemplated by this Agreement or the Collateral Custodian shall have received a faxed or .PDF copy making of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Loans hereunder. (d) The Agent shall have received a copy Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a notice of conversion requesting only a conversion of Loans to the credit analysisother Interest Type, underwriting materials and any similar document previously prepared or a continuation of Eurodollar Rate Loans) submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Company shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied (or waived) on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender and the Issuing Bank to make an Advance on the occasion honor a Loan Notice or Letter of each Borrowing or Swing Borrowing Credit Notice is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the each Loan Parties Party contained in Article IV of this Agreement and the V or any other representations and warranties contained in the Loan Documents Document shall be true, true and correct in all material respects on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except Borrowing; provided that, to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date);; provided, further that any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) without duplication of materiality qualifiers on such date or such earlier date, as the case may be. (eb) the fact that, immediately after No Default shall exist or would result from any such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount application of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;proceeds therefrom. (fc) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Loan Notice or Letter of Credit Notice in accordance with the requirements hereof. (d) In the case of a Borrowing or the issuance, amendment, renewal or extension of a Letter of Credit to be denominated in an Alternate 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 credit analysis, underwriting materials and Administrative Agent or the Required Lenders (in the case of any similar document previously prepared by the Borrower Loans or Letters of Credit to be denominated in connection with its investment decision in such Pre-Positioned Investment; and (gan Alternate Currency) the fact that, immediately after would make it impracticable for such Borrowing or Swing Borrowing such issuance, amendment, renewal or extension of a Letter of Credit to be denominated in the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Baserelevant Alternate Currency. Each Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or Swing Borrowing a continuation of Eurocurrency Rate Loans) and each Letter or Credit Notice of Continuation or Conversion hereunder submitted to the Administrative Agent shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Section 4.02 have been satisfied on and as of the date of such the applicable Borrowing or Swing Borrowing as to the truth and accuracy issuance, extension, increase or renewal of the facts specified in clauses (c), (d) and (e) a Letter of this SectionCredit.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing Eurocurrency Rate Loans) is subject to the satisfaction of following conditions precedent (except the following conditions:shall not apply to the initial Borrowing on the Closing Date, which shall be subject only to the conditions set forth in Section 4.01): (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of (i) the Loan Parties Parent and the Borrower contained in Article IV of this Agreement V and the other representations and warranties (ii) each Loan Party contained in the each other Loan Documents Document or in any document furnished at any time under or in connection herewith or therewith, shall be truetrue and correct in all material respects (or, if such representation or warranty is itself modified by materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto Borrowing, except (except A) to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case such representations and warranties they shall be true and correct as of such earlier date); (e) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount making of the Revolver Advances representation and Swing Advances will not exceed warranty contained in Section 5.04(b) shall only be required as a condition precedent to the aggregate amount first Borrowing after the occurrence of the Revolver Commitments of all Closing Date. (b) No Default shall exist, or would result from such proposed Borrowing or the application of the Lenders as of such date;proceeds thereof. (fc) with respect to each Pre-Positioned Investment that is funded with the proceeds of such AdvanceThe Administrative Agent and, if applicable, the Administrative Agent and the Collateral Custodian Swing Line Lender shall have received a faxed Request for Credit Extension in accordance with the requirements hereof. (d) In the case of a Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or .PDF copy international financial, political or economic conditions or currency exchange rates or exchange controls that in the reasonable opinion of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received or the Required Lenders would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a copy Committed Loan Notice requesting only a conversion of Loans to the credit analysis, underwriting materials other Type or a continuation of Eurocurrency Rate Loans and any similar document previously prepared other than a Committed Loan Notice submitted on or prior to the Closing Date in connection with the initial Borrowing) submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender Purchaser to make an Advance on the occasion of each Borrowing or Swing Borrowing purchase any Note is subject to the satisfaction of the following conditionsconditions precedent as of the applicable Purchase Date: (a) receipt by The representations and warranties of the Administrative Agent of a Notice of Borrowing as required by Section 2.02Company contained in Article V or any other Note Document, together with a Borrowing Base Certification Report dated or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of delivery and satisfactory in all respects such Purchase Date, except to the Administrative Agent;extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) receipt by the Administrative Agent No Default or Event of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing;, or would result from the purchase and sale of such Note. (dc) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except to the extent that any such representations and warranties speak as to a specific date, in which case such representations and warranties shall be true as of such date); (e) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Notice of Sale with respect to such Note in accordance with the requirements hereof. (d) There shall be no Law or Judgment binding on any Note Party, and the Administrative Agent shall not have received any notice that any action, suit, investigation, litigation or proceeding is pending or overtly threatened in any court or before any arbitrator or Governmental Authority, in any such case which (i) purports to enjoin, prohibit, restrain or otherwise affect the purchase and sale of such Note or (ii) would be reasonably expected to impose or result in the imposition of a Material Adverse Effect. (e) The Company shall have delivered to the Administrative Agent calculations demonstrating, in reasonable detail, that after giving effect to the purchase and sale of such Note, the Collateral Coverage Ratio on the applicable Purchase Date shall be equal to or greater than 1.20:1.00. (f) The Company shall have delivered to the Administrative Agent calculations demonstrating, in reasonable detail, that after giving effect to the purchase and sale of such Note the ratio of Total Equity Capital to Total Outstandings on the applicable Purchase Date shall be equal to or greater than the ratio of Total Equity Capital to Total Outstandings set forth opposite the period during which such Purchase Date occurs: on or before the 12 month anniversary of the credit analysis, underwriting materials Closing Date 1.00:1.00 after the 12 month anniversary of the Closing Date and any similar document previously prepared on or before the 15 month anniversary of the Closing Date 1.05:1.00 after the 15 month anniversary of the Closing Date and on or before the 18 month anniversary of the Closing Date 1.15:1.00 after the 18 month anniversary of the Closing Date and on or before the 24 month anniversary of the Closing Date 1.20:1.00 after the 24 month anniversary of the Closing Date and on or before the 36 month anniversary of the Closing Date 1:50:1:00 Each Notice of Sale submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) Company, and the fact that, immediately after such Borrowing or Swing Borrowing receipt and acceptance by the aggregate outstanding principal amount Company of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount proceeds of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Note, shall be deemed to be a representation and warranty by the Loan Parties Company that the conditions specified in this Section 4.02 will be or have been satisfied on and as of the date applicable Purchase Date, as the case may be, and shall be accompanied by a Compliance Certificate. For purposes of determining compliance with the conditions specified in this Article IV, the Administrative Agent, each Holder and each Purchaser shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Borrowing or Swing Borrowing as Person unless a Responsible Officer of the Company shall have received written notice from such Person prior to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionborrowing hereunder specifying its objection thereto.

CONDITIONS TO ALL BORROWINGS. The After the Closing Date, the obligation of each Lender or L/C Issuer to make an Advance on the occasion fund any Loan or incur any Letter of each Borrowing or Swing Borrowing Credit Obligation, is subject to the satisfaction or waiver of the following conditionsconditions as of the date thereof: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Borrower and each other Credit Party contained herein or in any other Loan Parties contained Document furnished at any time under or in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents connection herewith or therewith, shall be true, on true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (date, except to the extent that any such representations and warranties speak as or warranty expressly relates to a specific date, an earlier date (in which case event such representations representation and warranties warranty shall be true and correct in all material respect (without duplication of any materiality qualifier contained therein) as of such earlier date); (eb) the fact that, no Default or Event of Default has occurred and is continuing or would result immediately after giving effect to such Borrowing Loan or Swing Borrowing: the incurrence of such Letter of Credit Obligation; (Ac) after giving effect to any Revolving Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will Revolving Loans shall not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Maximum Revolving Loan Balance; and (fd) with respect to each Pre-Positioned Investment that is funded with the proceeds of such AdvanceAgent and, if applicable, the Administrative Agent and applicable L/C Issuer or the Collateral Custodian Swingline Lender shall have received a faxed Notice of Borrowing, L/C Request or .PDF copy of Swingline Request, as applicable, in accordance with the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared requirements hereof. The request by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) and acceptance by the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount Borrower of the Revolver Advances and Swing Advances will not exceed proceeds of any Loan or the lesser of: (A) the aggregate amount incurrence of the Revolver Commitments any Letter of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Credit Obligations shall be deemed to be constitute, as of the date thereof, (i) a representation and warranty by the Loan Parties Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the date Secured Parties, pursuant to the Collateral Documents. Notwithstanding anything in this Section 2.2 to the contrary, to the extent that the proceeds of Incremental Facility are to be used to finance a Permitted Acquisition or any other Acquisition permitted hereunder, the only conditions precedent to the funding of such Borrowing or Swing Borrowing as to Incremental Term Loans shall be the truth and accuracy of the facts specified conditions precedent set forth in clauses (c), (dSection 1.1(e) and (e) of this Sectionthe related amendment for the Incremental Facility.

CONDITIONS TO ALL BORROWINGS. The Except as otherwise expressly provided herein, the obligation of each Lender to make an Advance Loans (including Loans made on the occasion Closing Date), and the obligation of each Borrowing or Swing Borrowing is subject L/C Issuer to Issue Letters of Credit (including Letters of Credit Issued on the Closing Date), are subject, at the time of the making of such Loans and the Issuance of such Letters of Credit, to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the by any Credit Party contained herein or in any other Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents Document shall be true, on true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the such date of such Borrowing or Swing Borrowing and also after giving effect thereto (to the making of such Loans and the Issuance of such Letters of Credit, except to the extent that any such representations and warranties speak as representation or warranty expressly relates to a specific date, an earlier date (in which case event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (eb) no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to the fact that, immediately after such Borrowing proposed Loan or Swing Borrowing: (A) the aggregate outstanding principal amount Issuance of the Revolver Advances proposed Letter of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such dateCredit; (fc) with respect prior to the making of each Pre-Positioned Investment that is funded with the proceeds of such AdvanceRevolving Loan (other than a Revolving Loan made pursuant to subsection 1.1(d)(iii)), the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy Notice of Borrowing meeting the credit analysisrequirements of subsection 1.5(a). Prior to the making of each Swing Loan, underwriting materials the Swingline Lender shall have received the Swingline Request pursuant to subsection 1.1(d) and any similar document previously prepared by the Borrower Swingline Lender shall have agreed, in connection with its investment decision in such Pre-Positioned Investmentsole discretion, to make the Swing Loan requested thereby; (d) prior to the Issuance of each Letter of Credit, Agent and the respective L/C Issuer shall have received an L/C Request meeting the requirements of subsection 1.1(c)(ii); and (ge) after giving effect to any Loan and the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount contemporaneous uses of the Revolver Advances proceeds thereof, the Credit Parties’ cash and Swing Advances will Cash Equivalents shall not exceed $3,000,000. The request by the lesser of: (A) Borrower and acceptance by the aggregate amount Borrower of the Revolver Commitments proceeds of all any Loan or the incurrence of the Lenders as any Letter of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Credit Obligations shall be deemed to be constitute, as of the date thereof, (i) a representation and warranty by the Loan Parties Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the date of such Borrowing or Swing Borrowing as Secured Parties, pursuant to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this SectionCollateral Documents.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any Request for Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing Fixed Period Eurodollar Loans) is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Loan Parties Borrowers contained in Article IV of this Agreement V and the any other representations Loan Document, and warranties which are contained in the Loan Documents shall any document furnished at any time under or in connection herewith or therewith, shall, after taking into account any materiality or other qualification contained therein, be true, true and correct on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Borrowing, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be true as deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a current Borrowing Base Report dated within three (3) Business Days of the drawdown date of such date);Loan or such more recent Borrowing Base Report as the Administrative Agent or any Lender shall reasonably request. (ed) In the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect event that an asset to each Pre-Positioned Investment that is funded be purchased with the proceeds of such Advance, a Borrowing made on the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy date of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested Borrowing is to be included in writing by the Administrative AgentBorrowing Base as of the date of the Borrowing, the Administrative Agent shall have received a copy evidence reasonably satisfactory to it that the conditions referred to in clauses (i), (ii) and (iii) of the credit analysisproviso to the definitions of Tranche A Borrowing Base or Tranche B Borrowing Base, underwriting materials and any similar document previously prepared as applicable, have been satisfied. (e) The Administrative Agent and, if applicable, the Swingline Lender shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Fixed Period Eurodollar Loans) submitted by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Borrowers shall be deemed to be a representation and warranty by that the Loan Parties conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each ---------------------------- Lender, Swing Line Lender and LC issuer to make an Advance a Loan or issue or Modify a Facility LC on the occasion of each Borrowing or Swing Borrowing Credit Extension is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice Syndicated Borrowing Notice, Swing Line Borrowing Notice, or request for issuance or Modification of Borrowing a Facility LC, as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agentcase may be; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing BorrowingCredit Extension, no Default or Event of Default shall have occurred and be continuing; (dc) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV 4 of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, true on and as of the date of such Borrowing or Swing Borrowing Credit Extension except for changes expressly permitted herein and after giving effect thereto (except to the extent that any such representations and warranties speak as relate solely to a specific an earlier date, in which case such representations and warranties shall be true as of such date); (ed) the fact that, immediately after such Borrowing or Swing Borrowing: Credit Extension (Ai) the aggregate outstanding principal amount of the Revolver Advances Outstanding Credit Exposure of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment Commitment, and (Bii) the aggregate outstanding principal amount Aggregate Outstanding Credit Exposure of the Revolver Advances and Swing Advances all Lenders will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned InvestmentAggregate Commitment; and (ge) since May 31, 2000, there shall have been no events, acts, conditions or occurrences of whatever nature, singly or in the fact thataggregate, immediately after such Borrowing which have had, or Swing Borrowing the aggregate outstanding principal amount could reasonably be expected to have, a Material Adverse Effect (and for purposes of the Revolver Advances and Swing Advances will foregoing, an Acquisition by the Borrower otherwise permitted by the terms of this Agreement shall not exceed be deemed to have such a Material Adverse Effect at the lesser of: (A) the aggregate amount time of the Revolver Commitments of all of the Lenders as of such date; and (B) the Borrowing BaseAcquisition thereof). Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion request for a Credit Extension hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing or Swing Borrowing request and the date of such Credit Extension as to the truth and accuracy of the facts specified in clauses paragraphs (b), (c), (d) and (e) of this SectionSection 3.2.

CONDITIONS TO ALL BORROWINGS. The obligation obligations of each the Lender to make an Advance on any Loan whether or not after the occasion of each Borrowing or Swing Borrowing is Effective Date, shall also be subject to the satisfaction of following conditions precedent that on the following conditionsdate such Loan is made and after giving effect thereto: (a) receipt by Each of the Administrative Agent representations and warranties of a Notice of Borrowing as required by Section 2.02the Borrower contained in this Agreement, together with a Borrowing Base Certification Report dated the Loan Documents or the Merger Agreement shall be true and correct as of the date as of delivery and satisfactory in all respects which they were made and, except to the Administrative Agent; extent such representations and warranties are specifically made as of a particular date (b) receipt by the Administrative Agent in which case such representations and warranties shall be true and correct as of such documentation date), shall also be true and correct as of the Administrative Agent shall date the Loan is made, except for any failure to be true and correct which has not resulted in, and would not be reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact thatlikely to result in, immediately before a Material Adverse Change, and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (db) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents Borrower shall be true, on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except deliver to the extent that any such representations and warranties speak as to Lender a specific dateLoan Request, in which case such representations and warranties shall be true as executed by the chief executive officer of such date); (eBorrower, affirming compliance with the foregoing Section 3.2(a) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (c) The Merger Agreement shall not have been terminated; (d) The Closing (as defined in the Merger Agreement) shall not have occurred, and the failure of the Closing to have occurred shall not be attributable to the failure of the Borrower to have satisfied the conditions to closing set forth in Sections 5.1(a) and 5.2 of the Merger Agreement; (e) The Lender shall not have the right (whether or not exercised) to terminate the Merger Agreement under Section 7.1(b) thereof; (f) The Borrower shall comply with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investmentall other requirements under this Agreement; and (g) With respect to a loan or advance for purposes of effecting the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount redemption of the Revolver Advances and Swing Advances will not exceed Series A Preferred Shares under Section 2.1(a)(ii) above, all conditions to closing under the lesser of: Merger Agreement (A) the aggregate amount excluding redemption of the Revolver Commitments Series A Preferred Shares and delivery of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed any documents to be a representation and warranty by delivered at the Loan Parties on Closing (as defined in the date of such Borrowing Merger Agreement)) shall have been satisfied or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (c), (d) and (e) of this Sectionwaived.

CONDITIONS TO ALL BORROWINGS. The After the Closing Date, the obligation of each Lender or L/C Issuer to make an Advance on the occasion fund any Loan or incur any Letter of each Borrowing or Swing Borrowing Credit Obligation, is subject to the satisfaction or waiver of the following conditionsconditions as of the date thereof: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Borrower and each other Credit Party contained herein or in any other Loan Parties contained Document furnished at any time under or in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents connection herewith or therewith, shall be true, on true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (date, except to the extent that any such representations and warranties speak as or warranty expressly relates to a specific date, an earlier date (in which case event such representations representation and warranties warranty shall be true and correct in all material respect (without duplication of any materiality qualifier contained therein) as of such earlier date); US-DOCS\99983253.20 (b) no Default or Event of Default has occurred and is continuing or would result immediately after giving effect to such Loan or the incurrence of such Letter of Credit Obligation; (ec) after giving effect to any Revolving Loan (or the fact thatincurrence of any Letter of Credit Obligations), immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will Revolving Loans shall not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;Maximum Revolving Loan Balance; and (fd) with respect to each Pre-Positioned Investment that is funded with the proceeds of such AdvanceAgent and, if applicable, the Administrative Agent and applicable L/C Issuer or the Collateral Custodian Swingline Lender shall have received a faxed Notice of Borrowing, L/C Request or .PDF copy of Swingline Request, as applicable, in accordance with the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared requirements hereof. The request by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) and acceptance by the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount Borrower of the Revolver Advances and Swing Advances will not exceed proceeds of any Loan or the lesser of: (A) the aggregate amount incurrence of the Revolver Commitments any Letter of all of the Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder Credit Obligations shall be deemed to be constitute, as of the date thereof, (i) a representation and warranty by the Loan Parties Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the date Secured Parties, pursuant to the Collateral Documents. Notwithstanding anything in this Section 2.2 to the contrary, to the extent that the proceeds of Incremental Facility are to be used to finance a Permitted Acquisition or any other Acquisition permitted hereunder, the only conditions precedent to the funding of such Borrowing or Swing Borrowing as to Incremental Term Loans shall be the truth and accuracy of the facts specified conditions precedent set forth in clauses (c), (dSection 1.1(e) and (e) of this Sectionthe related amendment for the Incremental Facility.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make an Advance on honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the occasion other Type, or a continuation of each Borrowing or Swing Borrowing Eurodollar Rate Loans), is subject to the satisfaction of the following conditionsconditions precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the The representations and warranties of the Borrower and each other Loan Parties Party contained in Article IV of this Agreement and the V or any other representations and warranties Loan Document, or which are contained in the Loan Documents any document furnished at any time under or in connection herewith or therewith, shall be true, true and correct on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (Borrowing, except to the extent that any such representations and warranties speak as specifically refer to a specific an earlier date, in which case they shall be true and correct as of such earlier date and except for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be true as deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default shall exist, or would result from such proposed Loan or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof and the funding date for such date);Loan occurs during the Availability Period. (d) The Borrowing Base exceeds the Total Outstandings both before and after giving effect to such Borrowing, and the Borrower shall have delivered to the Administrative Agent a duly completed and executed Borrowing Base Certificate demonstrating the same. (e) Both before and after giving effect to such Loan, the fact that, immediately after such Borrowing or Swing Borrowing: (A) Borrower and the aggregate outstanding principal amount of Guarantor shall be in compliance with the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date;financial covenants set forth in Section 7.11. (f) with respect to each Pre-Positioned Investment that is funded with [Intentionally Omitted] (g) By not later than the proceeds fifth Business Day preceding the date of such AdvanceBorrowing, the Borrower shall have delivered to the Administrative Agent (i) a list of the Marine Containers (if any) that will be added as Eligible Marine Containers on the date of such Borrowing (the “Contributed Containers” for such date) and related Leases and (ii) a certificate of a Responsible Officer of the Collateral Custodian Borrower certifying that, after giving effect to the inclusion of such Contributed Containers among the Collateral, all of the criteria set forth in Section 4.02(e) have been satisfied. (h) The Borrower shall have received executed and delivered a faxed or .PDF copy of supplemental security agreement, in the executed noteform attached hereto as Exhibit K, if anywith regard to such Contributed Containers, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, and the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) evidence that all filings, recordations, releases (including releases with respect to the aggregate amount Liens securing the Revolving Credit Agreement and other Segregated Collateral Pool Debt, as applicable), and amendments to prior filings or recordations necessary or desirable to perfect and ensure the first-priority nature (subject to any Permitted Collateral Liens) of the Revolver Commitments of Lien created by the Security Agreement and each supplemental security agreement required to be executed and delivered hereunder shall have been completed, and that all of the Lenders as of such date; related filing and recording fees and taxes shall have been duly paid and (B) updates through the approximate date of the Borrowing Baseof the lien searches referred to in Section 4.01(a)(iii)(B). Each Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or Swing Borrowing and each Notice a continuation of Continuation or Conversion hereunder Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by that the Loan Parties on the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts conditions specified in clauses Sections 4.02(a), (cb), (d), (e) and (eh) have been satisfied on and as of this Sectionthe date of the applicable Loan.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender Holder to make an Advance on the occasion of each Borrowing or Swing Borrowing Revolving Loans hereunder is subject to the satisfaction of the following conditionsconditions precedent as of the applicable borrowing date of such Revolving Loan: (a) receipt by The representations and warranties of the Administrative Agent of a Notice of Borrowing as required by Section 2.02Company contained in Article V or any other Note Document, together with a Borrowing Base Certification Report dated or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of delivery and satisfactory in all respects such borrowing date, except to the Administrative Agent;extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (b) and (c), respectively, of Section 6.01. (b) receipt by the Administrative Agent No Default or Event of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing;, or would result from the making of such Revolving Loan. (dc) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except to the extent that any such representations and warranties speak as to a specific date, in which case such representations and warranties shall be true as of such date); (e) the fact that, immediately after such Borrowing or Swing Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the The Administrative Agent shall have received a copy Borrowing Notice in accordance with the requirements hereof, which Borrowing Notice shall include a description of the credit analysisPermitted Use or Uses for which the proceeds of such Revolving Loan will be utilized, underwriting materials and any similar document previously prepared by a summary of the Borrower in connection with its investment decision Total Outstandings for each category of Permitted Uses after giving effect to the Revolving Loan requested in such Pre-Positioned Investment; andBorrowing Notice. (gd) There shall be no Law or Judgment binding on any Note Party, and the fact thatAdministrative Agent shall not have received any notice that any action, immediately after suit, investigation, litigation or proceeding is pending or overtly threatened in any court or before any arbitrator or Governmental Authority, in any such Borrowing case which (i) purports to enjoin, prohibit, restrain or Swing Borrowing otherwise affect the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as making of such date; and Revolving Loan or (Bii) would be reasonably expected to impose or result in the imposition of a Material Adverse Effect. (e) The Company shall have delivered to the Administrative Agent a Borrowing BaseBase Certificate, including without limitation, calculations demonstrating, in reasonable detail, that after giving effect to the making of such Revolving Loan, the Company is in compliance with the financial covenants set forth in Section 6.14. Each Borrowing or Swing Borrowing Notice submitted by the Company, and the receipt and acceptance by the Company of the proceeds of each Notice of Continuation or Conversion hereunder Revolving Loan, shall be deemed to be a representation and warranty by the Loan Parties Company that the conditions specified in this Section 4.02 will be or have been satisfied on the date of such Borrowing or Swing Borrowing and as to the truth and accuracy of the facts specified in clauses (c)applicable borrowing date, (d) and (e) of this Sectionas the case may be.