Common use of Conditions to Each Credit Extension Clause in Contracts

Conditions to Each Credit Extension. The obligation of each Lender to make a Credit Extension after the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit Date, except to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoing, the only representations the accuracy of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g).

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after the Closing on any Credit Date, is including the Effective Date, are subject to the satisfaction, or waiver in accordance with Section 11.412.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the any documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Loan Documents shall be true and correct in all material respects (except to the extent that if any such representation or warranty is already qualified by contains any materiality in which case qualifier, such representation and or warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent that if any such representation or warranty is already qualified by contains any materiality in which case qualifier, such representation and or warranty shall be true and correct in all respects) on and as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding Any Agent or the foregoing, the only representations the accuracy of which Required Lenders shall be a condition entitled, but not obligated to, request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Required Lenders, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after the Closing on any Credit Date, is including the Second Amendment Effective Date and the Sixth Amendment Effective Date, are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: : (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; ; (b) after making the Credit Extension requested on such Credit Date, the (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect ; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; ; and (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoing, in the only representations case of the accuracy of which shall be a condition to the availability extension of any Incremental Facilityincrease of the Term Loan A Commitments or additional Term Loan being provided pursuant to Section 2.1(d), all or a portion of the proceeds of which are to be used to fund finance a Limited Condition AcquisitionAcquisition for which an LCA Election has been made, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), clauses (fc) and (gd) above shall be superseded by the relevant provisions of Section 2.1(d).. Section 6

Conditions to Each Credit Extension. The obligation of each Lender or the Issuing Bank to make a any Credit Extension after on any Credit Date (other than the Closing Funding Date), is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Total Revolving Loans Outstandings shall not exceed the aggregate Aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Loan Documents shall be true and correct in all material respects (except to the extent such representation or warranty is or, in all respects, if already qualified by materiality in which case such representation and warranty shall be true and correct in all respectsmateriality) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is or, in all respects, if already qualified by materiality in which case such representation materiality) on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Any Agent or Lender shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the reasonable good faith judgment of such Agent or Lender, such request is warranted under the circumstances. Notwithstanding the foregoing, (x) the only representations and warranties in the Loan Documents the making and accuracy of which shall will be a condition precedent to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, Term Loan A on the date such Incremental Facility is funded Funding Date are the Specified Representations and (y) Section 5.3(d) shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition not apply to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, Term Loan A on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)Funding Date.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, : (i) the aggregate outstanding principal amount of the Total Revolving Loans Outstandings shall not exceed the aggregate Aggregate Revolving Commitments then in effect and effect; and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit Date, except to the same extent as though made on and as of that date, except, to the extent such representations and warranties specifically relate to an earlier date, in which case they case, such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (d) after giving effect to the requested Credit Extension on a Pro Forma Basis, the Credit Parties shall be in compliance with the financial covenants set forth in Section 8.8; and (e) as of such Credit Date, no event shall have occurred and be continuing continuing, or would result from the consummation of the applicable Credit Extension Extension, that would constitute an Event of Default or a Default. Notwithstanding The Administrative Agent and the foregoing, the only representations the accuracy of which Required Lenders shall be a condition entitled, but not obligated, to request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Required Lenders, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a any Credit Extension after on any Credit Extension Date, including the Closing Effective Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following further conditions precedent: (a) Administrative Agent, Issuing Bank and Swing Line Lender, as the Administrative Agent case may be, shall have received a fully executed and delivered Funding NoticeNotice or Request for Issuance, together with as the documentation and certifications required therein with respect to each Credit Extensioncase may be; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Extension Date, the representations and warranties contained herein and in the other Credit Documents shall be true true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateExtension Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (dc) as of such Credit Extension Date, no event shall have occurred and be continuing or would result from the consummation of the applicable borrowing contemplated by such Funding Notice or Letter of Credit Extension contemplated by such Request for Issuance that would constitute an Event of Default or a Default; and (d) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Request for Issuance, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Notwithstanding the foregoing, the only representations the accuracy of which Any Notice shall be executed by an Authorized Officer of Company or by the executive officer thereof designated by an Authorized Officer of Company in a condition writing delivered to Administrative Agent. In lieu of delivering a Funding Notice or Request for Issuance, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice or request shall be promptly confirmed in writing by delivery of the applicable Funding Notice or Request for Issuance to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Company or for otherwise acting in good faith in connection with any such notice. Upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement or upon funding of Loans by Lenders in accordance herewith, in either case pursuant to any such telephonic notice, Company shall have effected a conversion or continuation (as the case may be) or shall have effected Loans, respectively, hereunder. Company shall notify Administrative Agent (or Issuing Bank, as the case may be) prior to the availability funding of any Incremental FacilityLoans or the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice is no longer true and correct as of the applicable Credit Extension Date, and the acceptance by Company of the proceeds of which are used to fund any Loans or the issuance of any Letter of Credit shall constitute a Limited Condition Acquisitionre-certification by Company, on as of the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition applicable Credit Extension Date, as to the availability of any Incremental Facility, matters to which Company is required to certify in the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)applicable Funding Notice or Request for Issuance.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after the Closing on any Credit Date, is including the Second Amendment Effective Date and the Sixth Amendment Effective Date, are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, the (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date;; and (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoing, in the only representations case of the accuracy of which shall be a condition to the availability extension of any Incremental Facilityincrease of the Term Loan A Commitments or additional Term Loan being provided pursuant to Section 2.1(d), all or a portion of the proceeds of which are to be used to fund finance a Limited Condition AcquisitionAcquisition for which an LCA Election has been made, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), clauses (fc) and (gd) above shall be superseded by the relevant provisions of Section 2.1(d).

Conditions to Each Credit Extension. The obligation of each Lender to make a Credit Extension after any Loan, including any Loans on the Closing Restatement Effective Date, is additionally subject to the satisfaction, or waiver in accordance with Section 11.4, satisfaction of the following conditions precedentconditions: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein made by the Borrower or any other Obligor set forth in this Agreement and in the other Credit Loan Documents shall be true and correct in all material respects (except to the extent such other than any representation or warranty is already qualified by materiality in or Material Adverse Effect, which case such representation and warranty shall be true and correct in all respects) on and as of that Credit Datethe date of such Loan, except or, as to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) that refers to a specific date, as of such earlier specific date; (db) as at the time of and immediately after giving effect to such Credit DateLoan, subject to the Lender Letter, no event Default shall have occurred and be continuing or would result from such Loan after giving effect thereto and to the consummation use of proceeds thereof on a pro forma basis; (c) either (i) no Borrowing Base Deficiency shall exist or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that no Borrowing Base Deficiency shall exist after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) at the date of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoingfirst Borrowing, the only representations Administrative Agent shall have received delivery of the accuracy most recent quarterly third party valuation report from an Approved Third-Party Appraiser attesting to the value of which each Unquoted Investment included in the Borrowing Base; provided that no attested value may be older than three months and sixty days at the date of the first Borrowing; provided, further, that the foregoing shall not apply to any Unquoted Investment acquired after the end of the most recent calendar quarter (the “Value” of such Unquoted Investment shall be a condition deemed to be equal to the availability lowest of any Incremental Facility(x) the Internal Value of such Unquoted Investment as determined by the Borrower pursuant to Section 5.12(b)(ii)(C), (y) the cost of such Unquoted Investment, and (z) the par or face value of such Unquoted Investment); (e) after giving effect to such Loan, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded Borrower shall be those certain “specified representations” approved by in pro forma compliance with each of the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults covenants set forth in Sections 9.1(a6.07(a) to (e) and the Parent shall be in pro forma compliance with the covenant set forth in Section 6.07(f), ; and (f) the proposed date of such Loan shall take place during the Availability Period. Each Borrowing shall be deemed to constitute a representation and (g)warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Effective Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Total Revolving Loans Outstandings shall not exceed the aggregate Aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already other than those representations and warranties that are expressly qualified by materiality an Material Adverse Effect or other materiality, in which case such representation representations and warranty warranties shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already other than those representations and warranties that are expressly qualified by materiality a Material Adverse Effect or other materiality, in which case such representation representations and warranty warranties shall be true and correct in all respects) on and as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding Any Agent or the foregoing, the only representations the accuracy of which Required Lenders shall be a condition entitled, but not obligated to, request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Required Lenders, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a Credit Extension after any Loan, including any Loans on the Closing Restatement Effective Date, is additionally subject to the satisfaction, or waiver in accordance with Section 11.4, satisfaction of the following conditions precedentconditions: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein made by the Borrower and/or any other Obligor set forth in this Agreement and in the other Credit Loan Documents shall be true and correct in all material respects (except to the extent such other than any representation or warranty is already qualified by materiality in or Material Adverse Effect, which case such representation and warranty shall be true and correct in all respects) on and as of that Credit Datethe date of such Loan, except or, as to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) that refers to a specific date, as of such earlier specific date; (db) as at the time of and immediately after giving effect to such Credit DateLoan, no event Default shall have occurred and be continuing or would result from such Loan after giving effect thereto and to the consummation use of proceeds thereof on a pro forma basis; (c) either (i) no Borrowing Base Deficiency shall exist or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that no Borrowing Base Deficiency shall exist after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) at the date of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoingfirst Borrowing, the only representations Administrative Agent shall have received delivery of the accuracy most recent quarterly third party valuation report from an Approved Third- Party Appraiser attesting to the value of which each Unquoted Investment included in the Borrowing Base; provided that no attested value may be older than three months and sixty days at the date of the first Borrowing; provided, further, that the foregoing shall not apply to any Unquoted Investment acquired after the end of the most recent calendar quarter (the “Value” of such Unquoted Investment shall be a condition deemed to be equal to the availability lowest of any Incremental Facility, (x) the proceeds Internal Value of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved Unquoted Investment as determined by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition Borrower pursuant to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(aSection 5.12(b)(ii)(C), (fy) the cost of such Unquoted Investment, and (gz) the par or face value of such Unquoted Investment).;

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by provided, that representations and warranties that contain a materiality in which case such representation and warranty qualification shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding Any Agent or the foregoing, the only representations the accuracy of which Required Lenders shall be a condition entitled, but not obligated to, request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Required Lenders, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a Credit Extension after any Loan, including any Loans on the Closing Restatement Effective Date, is additionally subject to the satisfaction, or waiver in accordance with Section 11.4, satisfaction of the following conditions precedentconditions: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein made by the Borrower and/or any other Obligor set forth in this Agreement and in the other Credit Loan Documents shall be true and correct in all material respects (except to the extent such other than any representation or warranty is already qualified by materiality in or Material Adverse Effect, which case such representation and warranty shall be true and correct in all respects) on and as of that Credit Datethe date of such Loan, except or, as to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) that refers to a specific date, as of such earlier specific date; (db) as at the time of and immediately after giving effect to such Credit DateLoan, subject to the Lender Letter, no event Default shall have occurred and be continuing or would result from such Loan after giving effect thereto and to the consummation use of proceeds thereof on a pro forma basis; (c) either (i) no Borrowing Base Deficiency shall exist or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that no Borrowing Base Deficiency shall exist after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) at the date of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoingfirst Borrowing, the only representations Administrative Agent shall have received delivery of the accuracy most recent quarterly third party valuation report from an Approved Third-Party Appraiser attesting to the value of which each Unquoted Investment included in the Borrowing Base; provided that no attested value may be older than three months and sixty days at the date of the first Borrowing; provided, further, that the foregoing shall not apply to any Unquoted Investment acquired after the end of the most recent calendar quarter (the “Value” of such Unquoted Investment shall be a condition deemed to be equal to the availability lowest of any Incremental Facility(x) the Internal Value of such Unquoted Investment as determined by the Borrower pursuant to Section 5.12(b)(ii)(C), (y) the cost of such Unquoted Investment, and (z) the par or face value of such Unquoted Investment); (e) after giving effect to such Loan, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded Borrower shall be those certain “specified representations” approved by in pro forma compliance with each of the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults covenants set forth in Sections 9.1(a6.07(a) to (e) and the Parent shall be in pro forma compliance with the covenant set forth in Section 6.07(f), ; and (f) the proposed date of such Loan shall take place during the Availability Period. Each Borrowing shall be deemed to constitute a representation and (g)warranty by the Borrower on the date thereof as to the matters specified in the preceding sentencethis Section 4.02.

Conditions to Each Credit Extension. The obligation of each Lender the Issuing Bank to make a any Credit Extension after the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.48.1, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension Extensions requested on such Credit Date, (i) the aggregate outstanding principal amount Letter of the Revolving Loans Credit Usage shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (cb) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (dc) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; (d) on or before the foregoingdate of issuance of any Letter of Credit, the only representations Issuing Bank shall have received a Letter of Credit Application, in form and substance satisfactory to the accuracy Issuing Bank, and such other documents or information as the Issuing Bank may reasonably require in connection with the issuance of which such Letter of Credit; (e) Excess Availability (as defined in the NAI ABL Agreement) shall be a condition to no greater than 20% of the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), total commitments thereunder; and (f) and Cash Collateral in an amount not less than 102% of the total stated amount of all Letters of Credit outstanding at such time (g)including the Letter(s) of Credit to be issued pursuant to such Credit Extension) shall be in the Cash Collateral Account, subject to the Issuing Bank’s perfected exclusive security interest therein.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.412.4, of the following conditions precedent: (a) Solely with respect to any Borrowing of Final Loans, the Final Order shall have been entered by the Bankruptcy Court not later than 40 days following the Petition Date and the Administrative Agent shall have received a true and complete copy of such order, and such order shall be in form and substance satisfactory to the Lenders in their sole discretion, be in full force and effect, and shall not have been reversed, modified, amended, stayed or vacated absent prior written consent of the Lenders. (b) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, as applicable, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoing; (e) as of such Credit Date, the only representations Collateral Agent continues to hold for the accuracy benefit of which shall be all Lenders and any other holder of the Obligations a condition to mortgage lien and/or security interest, as applicable, in all Collateral with the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults priority set forth in Sections 9.1(a), the DIP Order; (f) the Interim Order or the Final Order, as applicable, shall be in full force and effect, and shall not (in whole or in part) have been reversed, modified, amended, stayed, vacated, or subject to a stay pending appeal; (g) the Credit Parties shall be in compliance in all material respects with the Interim Order or the Final Order, as applicable; (h) the Credit Parties shall be in compliance in all material respects with the Cash Management Order; (i) the Administrative Agent and the Lenders shall have received all periodic updates to the Budget and any variance reports required pursuant to this Agreement, each in form and substance reasonably satisfactory to the Lenders; (j) the Credit Parties shall be in compliance with the Budget after taking into account any Permitted Deviation, and, other than with respect to the Credit Extension on the Closing Date, shall have consulted with the Lenders as required by the interim order approving the Motion for Entry of Interim and Final Orders (I).

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: : (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; ; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect ; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; ; and (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding Any Agent or the foregoing, the only representations the accuracy of which Required Lenders shall be a condition entitled, but not obligated to, request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Required Lenders, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g).circumstances. Section 6 REPRESENTATIONS AND WARRANTIES 74

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date;; and (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; and. (e) solely with respect to the foregoingfunding of Revolving Loans and notwithstanding anything herein to the contrary, from and after the only representations Fifth Amendment Effective Date until the accuracy Borrower has delivered to the Administrative Agent and the Lenders a Compliance Certificate in form and substance reasonably acceptable to the Administrative Agent evidencing that the Consolidated Leverage Ratio (calculated without giving effect to the Fifth Amendment EBITDA Addbacks) for the two (2) most recently ended consecutive Fiscal Quarters of which the Borrower does not exceed 3.00 to 1.00, (i) the obligation of each Lender to fund its Revolving Commitment Percentage of any Credit Extension on any Credit Date shall be a condition limited to such Lender’s Revolving Commitment Percentage of the availability of any Incremental Facility, Limited Revolver Availability Amount and (ii) after making the proceeds of which are used to fund a Limited Condition Acquisition, Credit Extension requested on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a)Credit Date, (fA) the Total Revolving Outstandings shall not exceed $65,000,000 (the “Limited Revolver Availability Amount”) and (g)B) the Revolving Credit Exposure of each Lender shall not exceed the product of such Lender’s Revolving Commitment Percentage multiplied by the Limited Revolver Availability Amount. Any Agent or the Required Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the reasonable good faith judgment of such Agent or Required Lenders, such request is warranted under the circumstances.

Conditions to Each Credit Extension. The obligation of each Lender Bank or Canadian Lending Bank to make each Loan (other than (x) a Revolving Loan made pursuant to subsection 1.04(c)(iii) if the aggregate Dollar Equivalent Amount of the outstanding Revolving Loans of each Bank and Canadian Lending Bank is not thereby increased, or (y) a Revolving Loan made pursuant to a notice of Swing Line Revolving Refunding pursuant to subsection 3.04(a)) on the occasion of each Borrowing, the obligation of the Swing Line Bank to make each Swing Line Loan and the obligation of each Issuing Bank to issue each Letter of Credit Extension after the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, fulfillment of each of the following conditions precedentconditions: (a) all of the Administrative Agent Representations and Warranties shall have received a fully executed be true and delivered Funding Notice, together with correct at and as of the documentation and certifications required therein with respect to each time of such Credit Extension, with and without giving effect to such Credit Extension and to the application of the proceeds thereof; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit Date, except to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event Default shall have occurred and be continuing at such time or would result from after giving effect to such Credit Extension; (c) such Bank, the consummation Swing Line Bank or such Issuing Bank, as the case may be, shall have received all materials as it may have requested pursuant to Section 9.01(d)(ii) that may reasonably be produced prior to the time of such Credit Extension; (d) such Credit Extension will not contravene any Applicable Law applicable to such Bank, the Swing Line Bank or such Issuing Bank, as the case may be, including Regulation U; (e) in the case of the applicable Credit Extension issuance of a Letter of Credit, or the making of a Revolving Loan that would constitute an Event of is a Belgian Loan, no Bank Default or a Default. Notwithstanding the foregoing, the only representations the accuracy of which with respect thereto shall have occurred and be a condition continuing at such time with respect to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), Bank; (f) and if the Borrower requesting such Loan or Letter of Credit is not the Company, Sierra Corp. or Fibreboard, the conditions specified in Section 6.03 shall have been satisfied; and (g)) if the Borrower requesting such Loan or Letter of Credit is Fibreboard, the conditions specified in Section 6.04 shall have been satisfied. Except to the extent that the Borrower shall have disclosed in the Notice of Borrowing or the Letter of Credit Request, or in a subsequent notice given to the Banks prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested Loan or Loans, or the issuance of the requested Letter of Credit or Letters of Credit, that a condition specified in clause (a) or (b) above will not be fulfilled as of the requested time for the making of such Loan or Loans, or the issuance of such Letter of Credit or Letters of Credit, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan or Loans or the issuance of such Letter of Credit or Letters of Credit that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (a) or (b) above will not be fulfilled as of the requested time for the making of the requested Loan or Loans or the issuance of the requested Letter of Credit or Letters of Credit shall affect the right of each Bank to not make the Loan or Loans, or the right of the Issuing Bank not to issue the Letter of Credit or Letters of Credit requested to be made or issued by it if, in such Bank's or such Issuing Bank's determination, such condition has not been fulfilled at such time.

Conditions to Each Credit Extension. (a) The obligation of each Lender to make a any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Extension after Date (including the Closing Date), is are subject to the satisfaction, or waiver in accordance with Section 11.410.5, of the following conditions precedent: (ai) the Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, together with as the documentation and certifications required therein case may be; (ii) with respect to each Credit Extension; (b) any Revolving Loans or Letters of Credit, after making the any such Credit Extension Extensions requested on such Credit Date, (i) the aggregate outstanding principal amount Total Utilization of the Revolving Loans Credit Commitments shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Credit Commitments then in effect; (ciii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in 64 71 which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (div) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; and (v) on or before the foregoingdate of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the only representations applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the accuracy issuance of which such Letter of Credit. (b) Any Notice shall be executed by an Authorized Officer in a condition writing delivered to Administrative Agent. In lieu of delivering a Notice, Company may give Administrative Agent telephonic notice by the availability required time of any Incremental Facilityproposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the proceeds of which are used to fund a Limited Condition Acquisition, on the date case may be; provided each such Incremental Facility is funded notice shall be those certain “specified representations” approved promptly confirmed in writing by delivery of the lenders providing such Incremental Facility and applicable Notice to Administrative Agent on or before the only Defaults the absence applicable date of which borrowing, continuation/conversion or issuance. Neither Issuing Bank, Administrative Agent nor any Lender shall be incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a condition to the availability duly authorized officer or other person authorized on behalf of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth Company or for otherwise acting in Sections 9.1(a), (f) and (g)good faith.

Conditions to Each Credit Extension. The obligation of each Lender to make a any credit Extension on any Credit Extension after Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following further conditions precedent: (a) the Administrative Agent and Swing Line Lender, as the case may be, shall have received a fully executed and delivered Funding NoticeNotice or Request for Issuance, together with as the documentation and certifications required therein with respect to each Credit Extensioncase may be; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Extension Date, the representations and warranties contained herein and in the other Credit Documents shall be true true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateExtension Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (c) no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby or the making of any Credit Extension; (d) as of such Credit Extension Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension borrowing contemplated by such Funding Notice that would constitute an Event of Default or a Default; and (e) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Request for Issuance, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Notwithstanding Any Notice shall be executed by the foregoingchief executive officer, the only representations chief financial officer or the accuracy treasurer of which Company or by the executive officer thereof designated by the chief executive officer, the chief financial officer or the treasurer of Company in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; PROVIDED each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a condition duly authorized officer or other person authorized on behalf of Company or for otherwise acting in good faith in connection with any such notice. Upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement or upon funding of Loans by Lenders in accordance herewith, in either case pursuant to any such telephonic notice, Company shall have effected a conversion or continuation (as the case may be) or shall have effected Loans, respectively, hereunder. Company shall notify Administrative Agent (or Issuing Bank, as the case may be) prior to the availability funding of any Incremental FacilityLoans or the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice is no longer true and correct as of the applicable Credit Extension Date, and the acceptance by Company of the proceeds of which are used to fund any Loans or the issuance of any Letter of Credit shall constitute a Limited Condition Acquisitionre-certification by Company, on as of the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition applicable Credit Extension Date, as to the availability of any Incremental Facility, matters to which Company is required to certify in the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)applicable Notice.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Total Revolving Loans Outstandings shall not exceed the aggregate Aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the applicable Term Loans Loan shall not exceed the respective applicable Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent and in all respects if any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respectsor reference to Material Adverse Effect) on and as of that the Credit Date, Date (after giving effect to the applicable Credit Extension) except to the extent any such representations representation and warranties relate warranty expressly relates to an earlier date, in which case they it shall be true and correct in all material respects (except to the extent and in all respects if any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respectsor reference to Material Adverse Effect) as of such earlier datedate and except that for purposes of this clause (c), the representations and warranties contained in Section 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.1; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; and (e) with respect to each advance under the foregoingDelayed Draw Term Loan, after giving effect thereto on a Pro Forma Basis, the only representations the accuracy of which Borrower shall be a condition to in compliance with the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults financial covenants set forth in Sections 9.1(a)Section 8.7. Any Agent or the Required Lenders shall be entitled, (f) but not obligated to, request and (g)receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the reasonable good faith judgment of such Agent or Required Lenders, such request is warranted under the circumstances.

Conditions to Each Credit Extension. The obligation of each Lender or the Issuing Bank to make a any Credit Extension after on any Credit Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Total Revolving Loans Outstandings shall not exceed the aggregate Aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Loan Documents shall be true and correct in all material respects (except to the extent such representation or warranty is or, in all respects, if already qualified by materiality in which case such representation and warranty shall be true and correct in all respectsmateriality) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is or, in all respects, if already qualified by materiality in which case such representation materiality) on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoing, the only representations the accuracy of which Any Agent or Lender shall be a condition entitled, but not obligated to, request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Lender, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)circumstances.

Conditions to Each Credit Extension. The obligation of each Lender the Lenders to make a any Loan, on any Credit Extension after Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.49.5, of the following conditions precedent: (a) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect reasonably determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent; (b) the Administrative Agent shall have received a fully executed and delivered Funding NoticeNotice signed by an Authorized Officer of the Borrower, together with a Borrowing Base Certificate, not later than 12:00 noon (New York City time) two (2) Business Days prior to such Credit Date, evidencing sufficient Commitment Availability with respect to the documentation requested Loan together with an updated schedule of Receivables including the Receivables to be pledged in connection with the Loan, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and certifications (B) set forth the information required therein to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit DateContract, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect account number and (ii) the aggregate outstanding principal amount Calculated Net Balance, Gross Balance, Invested Amount, APR and term of the Term Loans shall not exceed Receivable evidenced by such Contract) and any other information reasonably requested by the respective Term Loan Commitments then in effectAdministrative Agent with respect to such Credit Date; (c) as of such Credit Date, immediately prior to and after giving effect to such Loan, the representations and warranties made by the applicable Credit Parties contained herein and in the other Credit Documents to which it is a party shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, immediately prior to and after giving effect to such Loan, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoing; (e) as of such Credit Date, the only representations the accuracy of which Collateral Agent shall be have received a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), fully executed Assignment; 50 (f) the Administrative Agent shall have approved all adverse changes made to the Credit Policies and the Servicing Policies in accordance with the terms set forth herein; (g)) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have uploaded the Required Upload Documents for such Credit Date and the related Lender Report to the Receivable File Datasite; (h) no Closing Date Material Adverse Change shall have occurred; (i) no Tier 2 Collateral Performance Trigger shall have occurred; (j) no Regulatory Trigger Event shall have occurred; and (k) immediately prior to and after making the Credit Extensions requested on such Credit Date, no Borrowing Base Deficiency shall exist. Any Agent shall be entitled, but not obligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the reasonable good faith judgment of such Agent, such request is warranted under the circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a any Credit Extension after on any Credit Extension Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following further conditions precedent: (a) Administrative Agent, Issuing Bank and Swing Line Lender, as the Administrative Agent case may be, shall have received a fully executed and delivered Funding NoticeNotice or Request for Issuance, together with as the documentation and certifications required therein with respect to each Credit Extensioncase may be; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Extension Date, the representations and warranties contained herein and in the other Credit Documents shall be true true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateExtension Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (dc) as of such Credit Extension Date, no event shall have occurred and be continuing or would result from the consummation of the applicable borrowing contemplated by such Funding Notice or Letter of Credit Extension contemplated by such Request for Issuance that would constitute an Event of Default or a Default; and (d) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Request for Issuance, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Notwithstanding the foregoing, the only representations the accuracy of which CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A Any Notice shall be executed by an Authorized Officer of Company or by the executive officer thereof designated by an Authorized Officer of Company in a condition writing delivered to Administrative Agent. In lieu of delivering a Funding Notice or Request for Issuance, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice or request shall be promptly confirmed in writing by delivery of the applicable Funding Notice or Request for Issuance to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Company or for otherwise acting in good faith in connection with any such notice. Upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement or upon funding of Loans by Lenders in accordance herewith, in either case pursuant to any such telephonic notice, Company shall have effected a conversion or continuation (as the case may be) or shall have effected Loans, respectively, hereunder. Company shall notify Administrative Agent (or Issuing Bank, as the case may be) prior to the availability funding of any Incremental FacilityLoans or the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice is no longer true and correct as of the applicable Credit Extension Date, and the acceptance by Company of the proceeds of which are used to fund any Loans or the issuance of any Letter of Credit shall constitute a Limited Condition Acquisitionre-certification by Company, on as of the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition applicable Credit Extension Date, as to the availability of any Incremental Facility, matters to which Company is required to certify in the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)applicable Funding Notice or Request for Issuance.

Conditions to Each Credit Extension. The obligation of each Lender to make a Credit Extension after any Loan, including any Loans on the Closing Effective Date, is additionally subject to the satisfaction, or waiver in accordance with Section 11.4, satisfaction of the following conditions precedentconditions: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein made by the Borrower or any other Obligor set forth in this Agreement and in the other Credit Loan Documents shall be true and correct in all material respects (except to the extent such other than any representation or warranty is already qualified by materiality in or Material Adverse Effect, which case such representation and warranty shall be true and correct in all respects) on and as of that Credit Datethe date of such Loan, except or, as to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) that refers to a specific date, as of such earlier specific date; (db) as at the time of and immediately after giving effect to such Credit DateLoan, subject to the Lender Letter, no event Default shall have occurred and be continuing or would result from such Loan after giving effect thereto and to the consummation use of proceeds thereof on a pro forma basis; (c) either (i) no Borrowing Base Deficiency shall exist or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that no Borrowing Base Deficiency shall exist after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) at the date of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoingfirst Borrowing, the only representations Administrative Agent shall have received delivery of the accuracy most recent quarterly third party valuation report from an Approved Third-Party Appraiser attesting to the value of which each Unquoted Investment included in the Borrowing Base; provided that no attested value may be older than three months and sixty days at the date of the first Borrowing; provided, further, that the foregoing shall not apply to any Unquoted Investment acquired after the end of the most recent calendar quarter (the “Value” of such Unquoted Investment shall be a condition deemed to be equal to the availability lowest of any Incremental Facility(x) the Internal Value of such Unquoted Investment as determined by the Borrower pursuant to Section 5.12(b)(ii)(C), (y) the cost of such Unquoted Investment, and (z) the par or face value of such Unquoted Investment); (e) after giving effect to such Loan, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded Borrower shall be those certain “specified representations” approved by in pro forma compliance with each of the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults covenants set forth in Sections 9.1(a6.07(a) to (e) and the Parent shall be in pro forma compliance with the covenant set forth in Section 6.07(f), ; and (f) the proposed date of such Loan shall take place during the Availability Period. Each Borrowing shall be deemed to constitute a representation and (g)warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Conditions to Each Credit Extension. The obligation of each Lender or the Issuing Bank to make a any Credit Extension after on any Credit Date (other than the Closing Funding Date), is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Total Revolving Loans Outstandings shall not exceed the aggregate Aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Loan Documents shall be true and correct in all material respects (except to the extent such representation or warranty is or, in all respects, if already qualified by materiality in which case such representation and warranty shall be true and correct in all respectsmateriality) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is or, in all respects, if already qualified by materiality in which case such representation materiality) on and warranty shall be true and correct in all respects) as of such earlier date;; CHAR1\1982293v2 (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Any Agent or Lender shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the reasonable good faith judgment of such Agent or Lender, such request is warranted under the circumstances. Notwithstanding the foregoing, (x) the only representations and warranties in the Loan Documents the making and accuracy of which shall will be a condition precedent to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, Term Loan A on the date such Incremental Facility is funded Funding Date are the Specified Representations and (y) Section 5.3(d) shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition not apply to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, Term Loan A on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)Funding Date.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Effective Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct (after giving effect to such materiality qualification set forth therein) and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) , on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (dc) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; (d) with respect to Credit Extensions other than Term Loans, after making the foregoingCredit Extension requested on such Credit Date, the only representations aggregate outstanding principal amount of the accuracy Revolving Obligations shall not exceed the Aggregate Revolving Commitments then in effect; and (e) with respect to any Term Loan, after making the Credit Extension requested on such Credit Date, the aggregate outstanding principal amount of which such Term Loan shall not exceed the applicable Term Loan Commitments then in effect. Any Agent or the Required Lenders shall be a condition entitled, but not obligated to, request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Requisite Lender, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already other than those representations and warranties that are expressly qualified by materiality an Material Adverse Effect or other materiality, in which case such representation representations and warranty warranties shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already other than those representations and warranties that are expressly qualified by materiality a Material Adverse Effect or other materiality, in which case such representation representations and warranty warranties shall be true and correct in all respects) on and as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding Any Agent or the foregoing, the only representations the accuracy of which Required Lenders shall be a condition entitled, but not obligated to, request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Required Lenders, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)circumstances.

Conditions to Each Credit Extension. The obligation of each Lender Issuing Bank to make a any Credit Extension after the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.410.5, of the following conditions precedent: (a) receipt by the Administrative Agent shall have received as of the initial Credit Date, for each Grantor Subsidiary, of (i) copies of the Organization Documents, including any amendments thereto, of such Grantor Subsidiary, certified as of a fully recent date by the applicable Governmental Authority of such Grantor Subsidiary’s jurisdiction of incorporation, organization or formation; (ii) signature and incumbency certificates of the officers of such Grantor Subsidiary executing the Credit Documents to which it is a party; (iii) resolutions duly adopted by the Board of Directors or similar governing body of such Grantor Subsidiary approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Credit Date and the issuances hereunder, certified as of the Credit Date by its secretary or an assistant secretary as being in full force and effect without modification, rescindment or amendment; (iv) a Grantor Subsidiary Joinder executed and delivered Funding Noticeby such Grantor Subsidiary; (v) a long form good standing certificate from the applicable Governmental Authority of such Grantor Subsidiary’s jurisdiction of incorporation, together with organization or formation dated a recent date prior to the initial Credit Date; and (vi) any documentation and certifications required therein with respect to each Credit Extensionby Section 2.1(b), as applicable; (b) after making the Credit Extension Extensions requested on such Credit Date, (i) the aggregate outstanding principal amount Letter of the Revolving Loans Credit Usage shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, each of the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date (as certified by a Responsible Officer of the Account Party in a certificate in the form of Exhibit F hereto dated as of such Credit Date), except to the extent such representation or warranty is already qualified by materiality representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent such representation and warranty is qualified as to materiality, such representation and warranty shall be true and correct in all respects) on and as of that Credit Date, except to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects (except after giving effect to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) as of such earlier datequalification); (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; (e) on or before the foregoingdate of issuance of any Letter of Credit, the only representations the accuracy Administrative Agent shall have received a Letter of which shall be a condition Credit Application, in form and substance satisfactory to the availability Issuing Bank, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of any Incremental Facility, the proceeds such Letter of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), Credit; (f) (i) Cash Collateral in an amount not less than 105% of the total undrawn amount of all issued Letters of Credit (after giving effect to such Credit Extension) shall be in the Cash Collateral Accounts, subject to Administrative Agent’s perfected first priority security interest therein, and (ii) the Issuing Bank shall be reasonably satisfied that such cash shall not be from any borrowing; (g) the Administrative Agent shall have received the written opinions of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, and (ii) X. Xxxxxx Xxxxxx, in the forms of Exhibits A-3 and A-4, respectively, and as to such other matters as Administrative Agent may reasonably request, dated as of the Credit Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Grantor Subsidiary hereby instructs each such counsel to deliver such opinions to Agents and Lenders).; and

Conditions to Each Credit Extension. The obligation of each Lender the Lenders to make a honor Notices for Credit Extension after the Closing Date, is Extensions hereunder are subject to the satisfaction, or waiver in accordance with Section 11.4, satisfaction of each of the following conditions precedent, unless waived in accordance with the provisions hereof: (a) Receipt by the Administrative Agent shall have received of a fully executed and delivered Funding Notice, appropriately completed and signed by an Authorized Officer of the Borrower, together with the any documentation and or certifications required therein with respect to each Credit Extensionin connection therewith; (b) after making Receipt by the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount Administrative Agent of the Revolving Loans shall not exceed most recent Borrowing Base Certificate that the aggregate Revolving Commitments then Borrower was required to deliver in effect accordance with Section 7.1(h), appropriately completed and (ii) the aggregate outstanding principal amount signed by an Authorized Officer of the Term Loans shall not exceed the respective Term Loan Commitments then Borrower, together with any documentation or certifications required in effectconnection therewith; (c) as of such Credit Date, the The representations and warranties contained herein in Section 6 and in each of the other Credit Documents shall be true and correct in all material respects (except to the extent and in all respects if any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respectsor reference to Material Adverse Effect) on and as of that the Credit Date, except except: (i) for purposes hereof the representations and warranties regarding the monthly, quarterly and annual financial statements in Sections 6.4(a) and (b) shall be deemed to refer to the extent most recent monthly or quarterly company-prepared or annual audited financial statements, as applicable, furnished pursuant to the provisions of Sections 7.1(a) and (b) together with a Compliance Certificate relating thereto under Section 7.1(c); and (ii) where any such representations and warranties expressly relate to an earlier date, in which case they shall be have been true and correct in all material respects (except to the extent and in all respects if any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respectsor reference to Material Adverse Effect) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing No Default or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default shall exist immediately before or a Default. Notwithstanding immediately after giving effect to the foregoingrequested Credit Extension; (e) In the case of Revolving Obligations, immediately after giving effect to the requested Credit Extension, the only representations Outstanding Amount of Revolving Obligations shall not exceed the accuracy lesser of (i) the Aggregate Revolving Committed Amount or (ii) the Borrowing Base; and (f) In the case of Term Loan advances, immediately after giving effect to the requested Credit Extension on an Pro Forma Basis (i) the Consolidated Leverage Ratio (which calculation shall include, for the avoidance of doubt, the cash portion of any Earn-out Obligations that are reasonably expected to be paid in the next twelve (12) months) will be not greater than 0.25:1.0 lower than (or, a quarter-turn inside) the maximum ratio then permitted under Section 8.14, and (ii) Liquidity will be not less than $7.5 million. Each request for Credit Extension shall be a condition deemed to be confirmation from the availability of any Incremental Facility, Borrower that the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth foregoing conditions in Sections 9.1(asubsections (b), (fc) and (g)d) of this Section 5.2 have been satisfied and are true and correct.

Conditions to Each Credit Extension. The obligation of each Lender the Lenders to make a honor Notices for Credit Extension after the Closing Date, is Extensions hereunder are subject to the satisfaction, or waiver in accordance with Section 11.4, satisfaction of each of the following conditions precedent, unless waived in accordance with the provisions hereof: (a) Receipt by the Administrative Agent shall have received of a fully executed and delivered Funding Notice, appropriately completed and signed by an Authorized Officer of the Borrower, together with the any documentation and or certifications required therein with respect to each Credit Extensionin connection therewith; (b) after making Receipt by the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount Administrative Agent of the Revolving Loans shall not exceed most recent Borrowing Base Certificate that the aggregate Revolving Commitments then Borrower was required to deliver in effect accordance with Section 7.1(h), appropriately completed and (ii) the aggregate outstanding principal amount signed by an Authorized Officer of the Term Loans shall not exceed the respective Term Loan Commitments then Borrower, together with any documentation or certifications required in effectconnection therewith;[Reserved]; (c) as of such Credit Date, the The representations and warranties contained herein in Section 6 and in each of the other Credit Documents shall be true and correct in all material respects (except to the extent and in all respects if any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respectsor reference to Material Adverse Effect) on and as of that the Credit Date, except except: (i) for purposes hereof the representations and warranties regarding the monthly, quarterly and annual financial statements in Sections 6.4(a) and (b) shall be deemed to refer to the extent most recent monthly or quarterly company-prepared or annual audited financial statements, as applicable, furnished pursuant to the provisions of Sections 7.1(a) and (b) together with a Compliance Certificate relating thereto under Section 7.1(c); and (ii) where any such representations and warranties expressly relate to an earlier date, in which case they shall be have been true and correct in all material respects (except to the extent and in all respects if any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respectsor reference to Material Adverse Effect) as of such earlier date;; and (d) as of such Credit Date, no event shall have occurred and be continuing No Default or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default shall exist immediately before or a Default. Notwithstanding immediately after giving effect to the foregoingrequested Credit Extension;. (e) In the case of Revolving Obligations, immediately after giving effect to the requested Credit Extension, the only representations Outstanding Amount of Revolving Obligations shall not exceed the accuracy lesser of (i) the Aggregate Revolving Committed Amount or (ii) the Borrowing Base; and (f) In the case of Term Loan advances, immediately after giving effect to the requested Credit Extension on an Pro Forma Basis (i) the Consolidated Leverage Ratio (which calculation shall include, for the avoidance of doubt, the cash portion of any Earn-out Obligations that are reasonably expected to be paid in the next twelve (12) months) will be not greater than 0.25:1.0 lower than (or, a quarter-turn inside) the maximum ratio then permitted under Section 8.14, and (ii) Liquidity will be not less than $7.5 million. Each request for Credit Extension shall be a condition deemed to be confirmation from the availability of any Incremental Facility, Borrower that the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth foregoing conditions in Sections 9.1(asubsections (b), (fc) and (g)d) of this Section 5.2 have been satisfied and are true and correct.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension, including, without limitation, prior to the Investment Grade Rating Date, a Borrowing Base Certificate showing, on a pro forma basis, the effect of such Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the lesser of (i) the aggregate Revolving Commitments then in effect effect, and (ii) the aggregate outstanding principal amount Borrowing Base as of the Term Loans shall not exceed the respective Term Loan Commitments then in effectsuch Credit Date. (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date (with any representations and warranties which are subject to a materiality qualifier being true and correct in all respects in accordance with the terms thereof), except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; and (e) all of the foregoing, the only representations the accuracy of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults conditions precedent set forth in Sections 9.1(a)Section 5.1 shall have been satisfied on or prior to such Credit Date. The Administrative Agent or the Required Lenders shall be entitled, (f) but not obligated to, request and (g)receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the reasonable good faith judgment of such Administrative Agent or Required Lenders, such request is warranted under the circumstances.

Conditions to Each Credit Extension. The obligation of each Lender and of each Issuing Bank to make a any Credit Extension after on any Credit Date, including the Closing Date, is subject to the satisfaction, satisfaction (or waiver in accordance with Section 11.4, 10.5) of the following conditions precedent: (a) the Administrative Agent and, in the case of any issuance, amendment, renewal or extension of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed and delivered Funding Notice or Issuance Notice, together with as the documentation and certifications required therein with respect to each Credit Extensioncase may be; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained of the Credit Parties set forth herein (other than, in the case of any Credit Extension to be made on the Closing Date, the representation and warranty set forth in Section 4.9) and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that such Credit Date to the same extent as though made on and as of such Credit Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) 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; (dc) as at the time of and immediately after giving effect to such Credit DateExtension, no event Default or Event of Default shall have occurred and be continuing continuing; and (d) in the case of any issuance, amendment, renewal or would result from extension of any Letter of Credit, the consummation of Administrative Agent and the applicable Issuing Bank shall have received all other information required by the applicable Issuance Notice, and such other documents or information as such Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. On the date of any Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoingExtension, the only representations the accuracy of which Borrower shall be a condition deemed to have represented and warranted that the availability conditions specified in this Section 3.2 have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “component) specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (fSection 2.2(a) and (gor 2.3(a).

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit Datedate, except to the extent that such representations and warranties relate specifically refer to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding Any Agent or the foregoing, the only representations the accuracy of which Required Lenders shall be a condition entitled, but not obligated to, request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Required Lenders, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a any Loan on any Credit Extension after Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.410.5, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension Loans requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans Date shall not exceed the aggregate Revolving Commitments then in effect and (ii) for the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effectLenders; (cb) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (c) Administrative Agent shall have approved the proposed Loan, in its sole discretion, and the use of proceeds thereunder to fund the Development Project as detailed in AFEs, joint interest xxxxxxxx, invoices and other documentation submitted with the relevant Borrowing Request, in detail and substance satisfactory to Administrative Agent in its sole discretion; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation extension of credit hereunder or the applicable Credit Extension Liens on the Collateral that would constitute an Event of Default or a Default. Notwithstanding Default or a Material Adverse Effect; (e) in the foregoingevent any Loans made on such Credit Date fund drilling and completion expenditures pursuant to Sections 2.1(b) or 2.1(c), Administrative Agent shall have received from Borrower duly executed counterparts of the only representations ORI Conveyance required under the accuracy of which shall be a condition to Equity Kicker Letter; and (f) in the availability event of any Incremental Facilityacquisition of Oil and Gas Properties funded, in whole or in part, by Loans made on such Credit Date, Administrative Agent shall: (i) be satisfied that, other than payment of the proceeds purchase price thereunder, Borrower and all other parties to such acquisition of which Oil and Gas Properties, shall have satisfied all conditions precedent to such acquisition (except such conditions precedent that are used to fund a Limited Condition Acquisition, on waived with the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence consent of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(aAdministrative Agent), (fii) have received duly executed lien releases and UCC termination statements for all properties to be acquired pursuant to such acquisition, in form and substance reasonably satisfactory to Administrative Agent, (iii) have received satisfactory title information sufficient to, in Administrative Agent’s sole discretion, provide evidence of Marketable Title with respect to the Oil and Gas Properties to be acquired pursuant to such acquisition, (iv) have received a certificate from an Authorized Officer of Borrower certifying that Borrower or the applicable Credit Party is concurrently consummating such acquisition in accordance with all applicable laws and the terms of the acquisition documents and is acquiring all of the Oil and Gas Properties contemplated by such acquisition documents with an exhibit attached to such certificate representing the Oil and Gas Properties to be acquired by Borrower or the applicable Credit Party on such Credit Date and (g)v) if such Credit Date is a Collateral Addition Date, Administrative Agent shall have received from Borrower or the applicable Credit Party duly executed counterparts of or supplements to the Collateral Documents in connection with the Oil and Gas Properties to be acquired. Administrative Agent or any Lender shall be entitled, but not obligated to, request and receive, prior to the making of any Loan, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of Administrative Agent or such Lender such request is warranted under the circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Extension after Date, including the Closing Date and the Revolver Post-Closing Availability Date, is subject to the satisfaction, satisfaction or waiver in accordance with Section 11.411.05, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, together with as the documentation case may be, and certifications required therein (i) in the case of any Swing Line Loan, Swing Line Lender shall also have received such fully executed and delivered Funding Notice with respect to each Credit Extensionsuch Swing Line Loan and (ii) in the case of any Letter of Credit, the applicable Issuing Bank shall also have received such fully executed and delivered Issuance Notice with respect to the issuance of such Letter of Credit; (b) after making the Credit Extension requested on giving effect to such Credit DateExtension, (i) the aggregate outstanding principal Total Utilization of Revolving Commitments shall not exceed an amount equal to (x) the lesser of the Revolving Loans shall not exceed Commitments and the aggregate Revolving Commitments Borrowing Base then in effect effect, minus, (y) the Availability Block; and (ii) the aggregate outstanding principal amount of the Term Loans Aggregate Credit Exposure shall not exceed the respective Term Loan Commitments then in effectamount equal to the lesser of (A) the Collateral Amount minus the Availability Block, and (B) the aggregate amount authorized by the Interim Order or the Final Order, as applicable; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects (except subject to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) as of such earlier datequalification; (d) as of such Credit Date (other than with respect to any Credit Extensions made on the Closing Date), no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; (e) on or before the foregoing, the only representations the accuracy date of which shall be a condition to the availability issuance of any Incremental FacilityLetter of Credit, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded Administrative Agent shall be those certain “specified representations” approved have received all other information required by the lenders providing applicable Issuance Notice, and such Incremental Facility and other documents or information as Issuing Bank may reasonably require in connection with the only Defaults the absence issuance of which shall be a condition to the availability such Letter of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), Credit; (f) and not later than 45 days after the entry of the Interim Order, the Bankruptcy Court shall have entered the Final Order; and (g)) the Interim Order or the Final Order, as the case may be, shall be in full force and effect, and shall not have been (i) vacated, reversed, or stayed, or (ii) amended or modified except as otherwise agreed to in writing by Administrative Agent in its sole discretion and reasonably acceptable to the Lead Arrangers.

Conditions to Each Credit Extension. The obligation of each Lender Issuing Bank to make a any Credit Extension after the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.410.5, of the following conditions precedent: (a) receipt by the Administrative Agent shall have received as of the initial Credit Date, for each Grantor Subsidiary, of (i) copies of the Organization Documents of such Grantor Subsidiary; (ii) signature and incumbency certificates of the officers of such Grantor Subsidiary executing the Credit Documents to which it is a fully party; (iii) resolutions of the Board of Directors or similar governing body of such Grantor Subsidiary approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Credit Date, certified as of the Credit Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a Grantor Subsidiary Joinder executed and delivered Funding Noticeby such Grantor Subsidiary; and (v) a good standing certificate from the applicable Governmental Authority of such Grantor Subsidiary’s jurisdiction of incorporation, together with organization or formation dated a recent date prior to the documentation and certifications required therein with respect to each initial Credit ExtensionDate; (b) after making the Credit Extension Extensions requested on such Credit Date, (i) the aggregate outstanding principal amount Letter of the Revolving Loans Credit Usage shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; (e) on or before the foregoingdate of issuance of any Letter of Credit, the only representations the accuracy Administrative Agent shall have received a Letter of which shall be a condition Credit Application, in form and substance satisfactory to the availability Issuing Bank, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of any Incremental Facility, the proceeds such Letter of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), Credit; (f) (i) Cash Collateral in an amount not less than 105% of the total undrawn amount of all Letters of Credit (after giving effect to such Credit Extension) shall be in the Subsidiary Cash Collateral Accounts, subject to Administrative Agent’s perfected exclusive security interest therein, and (ii) the Issuing Bank shall be reasonably satisfied that such cash shall not be from any borrowing; (g) the Administrative Agent shall have received the written opinion of Powers Xxxxx Xxxxxx & Xxxxxxxx PC, regulatory counsel for Credit Parties, in the form of Exhibit A-3, dated as of the Credit Date (and each Credit Party hereby instructs each such counsel to deliver such opinion to Agents and Lenders); and (h) the Administrative Agent shall have received the written opinions of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, and (ii) X. Xxxxxx Xxxxxx, in the forms of Exhibits A-4 and A-5, respectively, and as to such other matters as Administrative Agent may reasonably request, dated as of the Credit Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Grantor Subsidiary hereby instructs each such counsel to deliver such opinions to Agents and Lenders).

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing First Amendment Effective Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case unless any such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case unless any such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects) on and as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; (e) as of such Credit Date, after giving effect to the foregoingapplicable Credit Extension made on such date, Availability shall be greater than or equal to $0; and (f) in connection with any Credit Extension the only representations the accuracy proceeds of which shall be used (in whole or in part) to purchase one or more Marina Properties or other Real Estate Asset after the First Amendment Effective Date: (i) the Borrower and its Subsidiaries shall be in compliance with each of the financial covenants set forth in Section 8.8 on a condition Pro Forma Basis; (ii) to the availability extent such Marina Property or other Real Estate Asset is a Qualified Asset, the Minimum Qualified Asset Condition and the Minimum Borrowing Base Asset Value Condition shall be satisfied as of such Credit Date; and (iii) to the extent such Marina Property or other Real Estate Asset is a Qualified Asset, the Administrative Agent shall have received the following on or before such Credit Date, in each case, in form and substance reasonably acceptable to the Administrative Agent; (A) solely to the extent the total consideration paid for such Real Estate Asset is greater than $10,000,000, (1) the internally prepared financial statements of the Sellers that are applicable to the acquired Real Estate Asset for the four fiscal quarters most recently ended, (2) to the extent available to the Borrower, internally prepared annual financial statements of the Sellers that are applicable to the acquired Real Estate Asset for the fiscal year most recently ended and (3) such other reasonably available financial information regarding the Borrower or any of the acquired Real Estate Assets as the Administrative Agent may reasonably request in writing; (B) solely to the extent the total consideration paid for such Real Estate Asset is greater than $5,000,000, an Acceptable Appraisal with respect to any such Real Estate Asset; (C) an ALTA survey of the site constituting the Real Estate Asset; (D) environmental site assessments from environmental consultants reasonably acceptable to the Administrative Agent, dated of a date reasonably acceptable to the Administrative Agent and prepared in accordance with current ASTM standards to satisfy the United States Environmental Protection Agency’s prevailing All Appropriate Inquiries requirements and indicating that, as of such date, no Hazardous Materials or other conditions on, under or with respect to the applicable Real Estate Asset constitute a material violation of any Incremental FacilityEnvironmental Laws requiring remediation pursuant to an Environmental Law other than (1) those which have been addressed through remediation completed to the satisfaction of the Governmental Authorities (or such other resolution which has been accepted in writing by either the Administrative Agent or all Governmental Authority(ies) with jurisdiction relating to both the applicable Real Estate Asset and such recognized environmental conditions, and having authority to enforce any Environmental Laws with respect thereto) or (2) those which are conditions that are insurable, upon terms and conditions acceptable to the Administrative Agent, in its reasonable discretion, under the environmental insurance policy maintained by the Credit Parties and their respective Subsidiaries; (E) a current rent roll and current operating statement for such Real Estate Asset (and operating statements and other operating history for the prior two (2) years for such Real Estate Asset, to the extent available), and a fully executed copy of each Material Lease with respect to such Real Estate Asset, and the Borrower shall use commercially reasonable efforts to obtain an estoppel certificate from each applicable Tenant under a Material Lease, which estoppel certificate will be (1) in the form that such Tenant is required to provide to a lender pursuant to the terms of its lease, or (2) such other form as is reasonably acceptable to the Administrative Agent; (F) reasonable evidence as to the compliance of such Real Estate Asset and the improvements related thereto with applicable material zoning and use requirements; (G) a property condition report with respect to such Real Estate Asset in form and substance reasonably acceptable to the Administrative Agent (and which shall include reliance language acceptable to the Administrative Agent in its reasonable discretion, or the Administrative Agent is otherwise provided a reliance letter acceptable to the Administrative Agent in its reasonable discretion); (H) evidence of insurance coverage with respect to such Real Estate Asset meeting the requirements set forth herein; (I) a copy of the management agreement (if any) with a manager with respect to such Real Estate Asset; and (J) to the extent the Real Estate Asset or Real Estate Assets being acquired will not be owned in fee by the Borrower or its Subsidiaries but will instead be a Ground Lease, the Ground Lease shall be in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, (1) the Ground Lease shall have a remaining term (including all renewal terms and options) of not less than ten (10) years (or five (5) years with respect to any Real Estate Asset subject to a Ground Lease that is located in the State of Florida), (2) no party to such Ground Lease shall be subject to a then continuing bankruptcy or insolvency proceeding or receivership, (3) [intentionally omitted] and (4) the Credit Party’s interest in the Ground Lease shall not be subordinated to any Lien other than any fee mortgage (so long as the mortgagee under such fee mortgage shall have agreed not to disturb the rights and interests of such Credit Party pursuant to a non-disturbance agreement reasonably satisfactory to the Administrative Agent), any Permitted Liens and such other encumbrances that are reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.2(f), to the extent the Borrower and its Subsidiaries intend to use (in whole or in part) the proceeds of which are used the Credit Extension made on the First Amendment Effective Date to fund a Limited Condition Acquisitionpurchase one or more Marina Properties or other Real Estate Asset after the First Amendment Effective Date, the Borrower and its Subsidiaries shall not be required to satisfy the requirements set forth in this Section 5.2(f) on the First Amendment Effective Date and instead shall satisfy such requirements as of the date such Incremental Facility is funded Marina Properties or other Real Estate Assets are acquired. Any Agent or the Required Lenders shall be those certain “specified representations” approved by the lenders providing such Incremental Facility entitled, but not obligated to, request in writing and the only Defaults the absence of which shall be a condition receive, prior to the availability making of any Incremental FacilityCredit Extension, additional information reasonably satisfactory to the proceeds requesting party confirming the satisfaction of which are used to fund a Limited Condition Acquisitionany of the foregoing if, on in the date reasonable good faith judgment of such Incremental Facility Agent or Required Lenders, such request is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)warranted under the circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its respective Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including, without limitation, the Closing Date and the Fifth Amendment Effective Date, is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, : (i) the aggregate outstanding principal amount of the Total Revolving Loans Outstandings shall not exceed the aggregate Aggregate Revolving Commitments then in effect and effect; and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent that any such representation or warranty is already representations and warranties are qualified by materiality a Material Adverse Effect or other materiality, in which case case, such representation representations and warranty warranties shall be true and correct in all respects) on and as of that Credit Date, except to the same extent as though made on and as of that date, except, to the extent such representations and warranties specifically relate to an earlier date, in which case they case, such representations and warranties shall be have been true and correct in all material respects (except to the extent that any such representation or warranty is already representations and warranties are qualified by materiality a Material Adverse Effect or other materiality, in which case case, such representation representations and warranty warranties shall be true and correct in all respects) on and as of such earlier date; (d) after giving effect to the requested Credit Extension on a Pro Forma Basis, the Credit Parties shall be in compliance with the financial covenants set forth in Section 8.8; and (e) as of such Credit Date, no event shall have occurred and be continuing continuing, or would result from the consummation of the applicable Credit Extension Extension, that would constitute an Event of Default or a Default. Notwithstanding The Administrative Agent and the foregoing, the only representations the accuracy of which Required Lenders shall be a condition entitled, but not obligated, to request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Required Lenders, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)circumstances.

Conditions to Each Credit Extension. (a) The obligation of each Lender to make a any Loan on any Credit Extension after the Closing Date, is including the initial Credit Extension, are subject to the satisfaction, satisfaction or waiver in accordance with Section 11.4, 10.5 of the following conditions precedent: (ai) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (bii) after making the Credit Extension Extensions requested on such Credit Date, (i) the aggregate outstanding principal amount Total Utilization of the Revolving Loans Loan Commitments shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (ciii) no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the making any Credit Extension; (iv) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date;; and (dv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoing, the only representations the accuracy of which . (b) Each Funding Notice shall be executed by the chief executive officer or the chief financial officer of each Borrower or by the executive officer thereof designated by the chief executive officer and the chief financial officer of each Borrower in a condition writing delivered to Administrative Agent. In lieu of delivering a Funding Notice, Borrowers may give Administrative Agent telephonic notice by the availability required time of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date proposed borrowing; provided each such Incremental Facility is funded notice shall be those certain “specified representations” approved promptly confirmed in writing by delivery of the lenders providing such Incremental Facility and Funding Notice to Administrative Agent on or before the only Defaults the absence applicable date of which borrowing. Neither Administrative Agent nor any Lender shall be incur any liability to Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a condition to the availability duly authorized officer or other person authorized on behalf of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth Borrowers or for otherwise acting in Sections 9.1(a), (f) and (g)good faith.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.410.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding Any Agent or the foregoing, the only representations the accuracy of which Required Lenders shall be a condition entitled, but not obligated to, request and receive, prior to the availability making of any Incremental FacilityCredit Extension, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition additional information reasonably satisfactory to the availability requesting party confirming the satisfaction of any Incremental Facilityof the foregoing if, in the proceeds reasonable good faith judgment of which are used to fund a Limited Condition Acquisitionsuch Agent or Required Lenders, on such request is warranted under the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a honor any Request for Credit Extension after (other than a Committed Loan Notice requesting only a conversion of Loans to the Closing Dateother Type, or a continuation of Term SOFR Loans but including, for the avoidance of doubt, Borrowings of Second Amendment Incremental Term Loans and Fourth Amendment Incremental Term Loans), and of any L/C Issuer to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent:precedent (limited, in the case of Incremental Facilities which will be used to finance a Limited Condition Transaction, in the manner set forth in Section 2.14(e)): (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the The representations and warranties of the Borrower and each other Loan Party contained herein and in the Article V or any other Credit Documents Loan Document shall be true and correct in all material respects (except or, with respect to the extent such representation or warranty is already qualified by materiality in which case such any representation and warranty shall be true and correct that is qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects) on and as of the date of such Credit Extension (or, with respect to any representation and warranty that Credit Date, except to the extent such representations and warranties relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) as of such earlier date;). (db) as of such Credit Date, no event No Default shall have occurred and be continuing continuing, or would result from such proposed Credit Extension or from the consummation application of the applicable proceeds therefrom. (c) The Administrative Agent and, if applicable, the relevant L/C Issuer, shall have received a Request for Credit Extension that would constitute an Event in accordance with the requirements hereof. (d) Solely in the case of Default or a Default. Notwithstanding the foregoingBorrowings of Fourth Amendment Incremental Term Loans, the only representations Administrative Agent shall have received (a) resolutions of the accuracy board of which directors of the Borrower (or an authorized committee thereof) approving the Borrowing of such Fourth Amendment Incremental Term Loans and (b) a customary legal opinion, dated the date of such Borrowing and addressed to the Administrative Agent and the Fourth Amendment Incremental Term Lenders, from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special counsel to the Borrower (or such other counsel reasonably acceptable to the Administrative Agent) covering the due authorization of such Borrowing and in form and substance reasonably acceptable to the Administrative Agent; provided that if the foregoing condition is met in connection with any Borrowing of Fourth Amendment Incremental Term loans and covers subsequent Borrowings of Fourth Amendment Incremental Term Loans (as reasonably determined by the Administrative Agent) then such condition shall be a condition deemed to the availability of be satisfied with respect to any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g).subsequent Borrowing of

Conditions to Each Credit Extension. (a) The obligation of each Lender to make a any Revolving Loan on any Credit Extension after Date, including if applicable the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.49.4, of the following conditions precedent: (ai) the Administrative Agent shall have received a fully executed and delivered Funding Notice, Notice together with the documentation and certifications required therein a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to each Credit Extensionthe requested Revolving Loans; (bii) both before and after making the Credit Extension any Revolving Loans requested on such Credit Date, (i) the aggregate outstanding principal amount Total Utilization of the Revolving Loans Commitments shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effectBorrowing Base; (ciii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except on and as of that Credit Date to the same extent such representation or warranty is already as though made on and as of that date, other than those representations and warranties which are qualified by materiality materiality, in which case case, such representation and warranty shall be true and correct in all respects) respects on and as of that Credit Date, except except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation respects, or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) , as the case may be on and as of such earlier date; (div) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; and (v) the Payout Period Start Date shall not have occurred. Notwithstanding anything contained herein to the foregoingcontrary, neither the only representations Administrative Agent nor the accuracy of which Collateral Agent shall be responsible or liable for determining whether any conditions precedent to making a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)Loan have been satisfied.

Conditions to Each Credit Extension. The obligation of each Lender to make a any Loan, or Issuing Bank to issue, amend, renew or extend any Letter of Credit, on any Credit Extension after Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.410.02, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding NoticeBorrowing Request or request for issuance of a Letter of Credit, together with as the documentation and certifications required therein with respect to each Credit Extensioncase may be; (b) after making the Credit Extension Extensions requested on such Credit Date, (i) the aggregate outstanding principal amount of the Total Revolving Loans Credit Exposure shall not exceed the aggregate Total Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; (e) on or before the foregoingdate of issuance of any Letter of Credit, the only representations Administrative Agent shall have received such other documents or information as Issuing Bank may reasonably require in connection with the accuracy issuance of which shall be a condition to the availability such Letter of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), Credit; and (f) as of such Credit Date, the Leverage Ratio determined as of such date after giving effect to the contemplated Credit Extension shall not exceed the maximum Leverage Ratio permitted as of the last day of the immediately preceding Fiscal Quarter pursuant to Section 6.07(c). The Administrative Agent shall be entitled, but not obligated to, request and (g)receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of the Administrative Agent such request is warranted under the circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Term Loan Commitment Percentage or Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing FirstThird Amendment Effective Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case unless any such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case unless any such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects) on and as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; (e) as of such Credit Date, after giving effect to the foregoingapplicable Credit Extension made on such date, Availability shall be greater than or equal to $0; and (f) in connection with any Credit Extension the only representations the accuracy proceeds of which shall be used (in whole or in part) to purchase one or more Marina Properties or other Real Estate Asset after the First Amendment Effective Date: (i) the Borrower and its Subsidiaries shall be in compliance with each of the financial covenants set forth in Section 8.8 on a condition Pro Forma Basis; (ii) to the availability extent such Marina Property or other Real Estate Asset is a Qualified Asset, the Minimum Qualified Asset Condition and the Minimum Borrowing Base Asset Value Condition shall be satisfied as of such Credit Date; and (iii) to the extent such Marina Property or other Real Estate Asset is a Qualified Asset, the Administrative Agent shall have received the following on or before such Credit Date, in each case, in form and substance reasonably acceptable to the Administrative Agent; (A) solely to the extent the total consideration paid for such Real Estate Asset is greater than $10,000,00020,000,000 , (1) the internally prepared financial statements of the Sellers that are applicable to the acquired Real Estate Asset for the four fiscal quarters most recently ended, (2) to the extent available to the Borrower, internally prepared annual financial statements of the Sellers that are applicable to the acquired Real Estate Asset for the fiscal year most recently ended and (3) such other reasonably available financial information regarding the Borrower or any of the acquired Real Estate Assets as the Administrative Agent may reasonably request in writing; (B) solely to the extent the total consideration paid for such Real Estate Asset is greater than $5,000,00010,000,000 , an Acceptable Appraisal with respect to any such Real Estate Asset; (C) an ALTA survey of the site constituting the Real Estate Asset; (D) environmental site assessments from environmental consultants reasonably acceptable to the Administrative Agent, dated of a date reasonably acceptable to the Administrative Agent and prepared in accordance with current ASTM standards to satisfy the United States Environmental Protection Agency’s prevailing All Appropriate Inquiries requirements and indicating that, as of such date, no Hazardous Materials or other conditions on, under or with respect to the applicable Real Estate Asset constitute a material violation of any Incremental FacilityEnvironmental Laws requiring remediation pursuant to an Environmental Law other than (1) those which have been addressed through remediation completed to the satisfaction of the Governmental Authorities (or such other resolution which has been accepted in writing by either the Administrative Agent or all Governmental Authority(ies) with jurisdiction relating to both the applicable Real Estate Asset and such recognized environmental conditions, and having authority to enforce any Environmental Laws with respect thereto) or (2) those which are conditions that are insurable, upon terms and conditions acceptable to the Administrative Agent, in its reasonable discretion, under the environmental insurance policy maintained by the Credit Parties and their respective Subsidiaries; (E) a current rent roll and current operating statement for such Real Estate Asset (and operating statements and other operating history for the prior two (2) years for such Real Estate Asset, to the extent available), and a fully executed copy of each Material Lease with respect to such Real Estate Asset, and the Borrower shall use commercially reasonable efforts to obtain an estoppel certificate from each applicable Tenant under a Material Lease, which estoppel certificate will be (1) in the form that such Tenant is required to provide to a lender pursuant to the terms of its lease, or (2) such other form as is reasonably acceptable to the Administrative Agent; (F) reasonable evidence as to the compliance of such Real Estate Asset and the improvements related thereto with applicable material zoning and use requirements; (G) a property condition report with respect to such Real Estate Asset in form and substance reasonably acceptable to the Administrative Agent (and which shall include reliance language acceptable to the Administrative Agent in its reasonable discretion, or the Administrative Agent is otherwise provided a reliance letter acceptable to the Administrative Agent in its reasonable discretion); (H) evidence of insurance coverage with respect to such Real Estate Asset meeting the requirements set forth herein; (I) a copy of the management agreement (if any) with a manager with respect to such Real Estate Asset; and (J) to the extent the Real Estate Asset or Real Estate Assets being acquired will not be owned in fee by the Borrower or its Subsidiaries but will instead be a Ground Lease, the Ground Lease shall be in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, (1) the Ground Lease shall have a remaining term (including all renewal terms and options) of not less than ten (10) years (or five (5) years with respect to any Real Estate Asset subject to a Ground Lease that is located in the State of Florida), (2) no party to such Ground Lease shall be subject to a then continuing bankruptcy or insolvency proceeding or receivership, (3) [intentionally omitted] and (4) the Credit Party’s interest in the Ground Lease shall not be subordinated to any Lien other than any fee mortgage (so long as the mortgagee under such fee mortgage shall have agreed not to disturb the rights and interests of such Credit Party pursuant to a non-disturbance agreement reasonably satisfactory to the Administrative Agent), any Permitted Liens and such other encumbrances that are reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.2(f), to the extent the Borrower and its Subsidiaries intend to use (in whole or in part) the proceeds of which are used the Credit Extension made on the First Amendment Effective Date to fund a Limited Condition Acquisitionpurchase one or more Marina Properties or other Real Estate Asset after the First Amendment Effective Date, the Borrower and its Subsidiaries shall not be required to satisfy the requirements set forth in this Section 5.2(f) on the First Amendment Effective Date and instead shall satisfy such requirements as of the date such Incremental Facility is funded Marina Properties or other Real Estate Assets are acquired. Any Agent or the Required Lenders shall be those certain “specified representations” approved by the lenders providing such Incremental Facility entitled, but not obligated to, request in writing and the only Defaults the absence of which shall be a condition receive, prior to the availability making of any Incremental FacilityCredit Extension, additional information reasonably satisfactory to the proceeds requesting party confirming the satisfaction of which are used to fund a Limited Condition Acquisitionany of the foregoing if, on in the date reasonable good faith judgment of such Incremental Facility Agent or Required Lenders, such request is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g)warranted under the circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a Credit Extension after any Loan, including any Loans on the Closing Restatement Effective Date, is additionally subject to the satisfaction, or waiver in accordance with Section 11.4, satisfaction of the following conditions precedentconditions: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein made by the Borrower and/or any other Obligor set forth in this Agreement and in the other Credit Loan Documents shall be true and correct in all material respects (except to the extent such other than any representation or warranty is already qualified by materiality in or Material Adverse Effect, which case such representation and warranty shall be true and correct in all respects) on and as of that Credit Datethe date of such Loan, except or, as to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) that refers to a specific date, as of such earlier specific date; (db) as at the time of and immediately after giving effect to such Credit DateLoan, no event Default shall have occurred and be continuing or would result from such Loan after giving effect thereto and to the consummation use of proceeds thereof on a pro forma basis; (c) either (i) no Borrowing Base Deficiency shall exist or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that no Borrowing Base Deficiency shall exist after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) at the date of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoingfirst Borrowing, the only representations Administrative Agent shall have received delivery of the accuracy most recent quarterly third party valuation report from an Approved Third-Party Appraiser attesting to the value of which each Unquoted Investment included in the Borrowing Base; provided that no attested value may be older than three months and sixty days at the date of the first Borrowing; provided, further, that the foregoing shall not apply to any Unquoted Investment acquired after the end of the most recent calendar quarter (the “Value” of such Unquoted Investment shall be a condition deemed to be equal to the availability lowest of any Incremental Facility(x) the Internal Value of such Unquoted Investment as determined by the Borrower pursuant to Section 5.12(b)(ii)(C), (y) the cost of such Unquoted Investment, and (z) the par or face value of such Unquoted Investment); (e) after giving effect to such Loan, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded Borrower shall be those certain “specified representations” approved by in pro forma compliance with each of the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults covenants set forth in Sections 9.1(a6.07(a) to (e) and the Parent shall be in pro forma compliance with the covenant set forth in Section 6.07(f), ; and (f) the proposed date of such Loan shall take place during the Availability Period. Each Borrowing shall be deemed to constitute a representation and (g)warranty by the Borrower on the date thereof as to the matters specified in this Section 4.02.

Conditions to Each Credit Extension. (a) The obligation of each Lender to make a any Loan, or each Issuing Bank to issue any Letter of Credit, on any Credit Extension after Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent; provided, each Lender agrees that the making of any Credit Extension made thereby shall be deemed to be the acknowledgment of such Lender that each of the conditions precedent in Section 3.1 and 3.2 have been duly satisfied or such Lender has waived the satisfaction thereof: (ai) the Administrative Agent applicable Facility Agent, the applicable Swing Lender or the applicable Issuing Bank, as the case may be, shall each have received a fully executed and delivered Funding Notice or Issuance Notice, together with as the documentation and certifications required therein case may be; (ii) with respect to each Credit Extension; (b) any US Facility Loan or US Letter of Credit, after making the any such Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount Total Utilization of the Revolving Loans US Facility Commitments shall not exceed the aggregate Revolving US Facility Commitments then in effect and effect; (iiiii) with respect to any Multicurrency Facility Loan or Multicurrency Letter of Credit, after making any such Credit Extension requested on such Credit Date, the aggregate outstanding principal amount Total Utilization of the Term Loans Multicurrency Facility Commitments shall not exceed the respective Term Loan Multicurrency Facility Commitments then in effect; (civ) no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby or the making any Credit Extension; (v) as of such Credit the Closing Date, the representations and warranties contained herein and in the other Credit Documents shall be true true, correct and correct complete in all material respects (except on and as of the Closing Date to the same extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) as though made on and as of that Credit Datedate, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (dvi) as of such Credit Date (other than the Closing Date), the representations and warranties contained herein and in the other Credit Documents shall be true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; (vii) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; and (viii) on or before the foregoingdate of issuance of any Letter of Credit, the only representations applicable Issuing Bank shall have received all other information required by the accuracy applicable Issuance Notice, and such other documents or information as such Issuing Bank may reasonably require in connection with the issuance of which such Letter of Credit. (b) Any Notice shall be executed by the chief executive officer, the chief financial officer or the treasurer of Company or by the executive officer thereof designated by the chief executive officer, the chief financial officer or the treasurer of Company in a condition writing delivered to the availability applicable Facility Agent. In lieu of delivering a Notice, Company may give Global Agent, the applicable Swing Line Lender or the applicable Issuing Bank, as the case may be, telephonic notice by the required time of any Incremental Facilityproposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Global Agent, the proceeds of which are used to fund a Limited Condition Acquisitionapplicable Swing Line Lender or the applicable Issuing Bank, as the case may be, on or before the applicable date such Incremental Facility is funded of borrowing, continuation/conversion or issuance. None of Global Agent, any Issuing Bank or any Lender shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition incur any liability to the availability of Company in acting upon any Incremental Facilitytelephonic notice referred to above that Global Agent, the proceeds applicable Swing Line Lender or the applicable Issuing Bank, as the case may be, believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth Company or for otherwise acting in Sections 9.1(a), (f) and (g)good faith.

Conditions to Each Credit Extension. The obligation of each Lender the Lenders to make a any Loan, on any Credit Extension after Date during the Revolving Period, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.49.5, of the following conditions precedent: (a) each Loan Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (acting with the consent of the Required Lenders) (provided that the terms and provisions set forth in the Loan Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent (acting with the consent of the Required Lenders). (b) the Administrative Agent shall have received a fully executed and delivered Funding NoticeNotice signed by an Authorized Officer of the Borrower, together with a Borrowing Base Report and Certificate no later than 12:00 noon (New York City time) three (3) Business Days prior to such Credit Date, evidencing sufficient Commitment Availability with respect to the documentation requested Loan together with an updated schedule of Receivables including the Receivables to be pledged in connection with the Loan, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent (acting with the consent of the Required Lenders) and certifications (B) set forth the information required therein to be provided under the Custodial Agreement (including, without limitation, and with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit DateReceivable, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and account number, (ii) the aggregate outstanding principal amount of Obligor name, (iii) the Term Loans shall not exceed UPB and (iv) the respective Term Loan Commitments then in effectInvested Amount) and any other information reasonably requested by the Administrative Agent with respect to such Credit Date; (c) as of such Credit Date, the representations and warranties made with respect to the applicable NF Parties contained herein and in the other Credit Loan Documents to which it is a party shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, after giving effect to such Loan, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoing; (e) as of such Credit Date, the only representations the accuracy of which Collateral Agent shall be have received a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), fully executed Assignment; (f) the Administrative Agent (acting with the consent of the Required Lenders) shall have approved all adverse changes made to the Credit Policies, the Dealer Qualification Policies and the Servicing Policy in accordance with the terms set forth herein; (g)) in accordance with the terms of the Custodial Agreement, the Borrower shall have delivered, or caused to be delivered, to the Custodian, the related Receivable Files, and the Administrative Agent shall have received a Collateral Receipt (including confirmation of Specified Fields) from the Custodian, which Collateral Receipt is acceptable to the Administrative Agent and the Required Lenders in their sole discretion; provided however, that with respect to the Receivables sold to the Borrower on the Closing Date, the Administrative Agent shall have received a Collateral Receipt from the Custodian no later than the thirtieth (30th) day (or such later day as agreed by the Administrative Agent in writing) following the Closing Date; (h) no Closing Date Material Adverse Change shall have occurred; (i) no Regulatory Trigger Event shall have occurred; (j) immediately prior to and after making the Credit Extensions requested on such Credit Date and the purchase by the Borrower of additional Eligible Receivables on such Credit Date, no Borrowing Base Deficiency shall exist; (k) no event or transaction has occurred, as a result of which both Key Employees shall cease to be actively engaged in the day-to-day management of the Company; and (l) immediately after making the Credit Extensions the ratio of the outstanding principal balance of Class A Loans to the outstanding principal balance of the Class B Loans shall be equal to the ratio of the Class A Revolving Loan Commitments to the Class B Revolving Loan Commitments. Any Agent shall be entitled, but not obligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent, such request is warranted under the circumstances.

Conditions to Each Credit Extension. The obligation of each Lender to make a fund its Revolving Commitment Percentage of any Credit Extension after on any Credit Date, including the Closing Date, is are subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension, including, without limitation, a Borrowing Base Certificate showing, on a pro forma basis, the effect of such Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the lesser of (i) the aggregate Revolving Commitments then in effect effect, and (ii) the aggregate outstanding principal amount Borrowing Base as of the Term Loans shall not exceed the respective Term Loan Commitments then in effectsuch Credit Date. (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date (with any representations and warranties which are subject to a materiality qualifier being true and correct in all respects in accordance with the terms thereof), except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; and (e) all of the foregoing, the only representations the accuracy of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults conditions precedent set forth in Sections 9.1(a)Section 5.1 shall have been satisfied on or prior to such Credit Date. The Administrative Agent or the Required Lenders shall be entitled, (f) but not obligated to, request and (g)receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the reasonable good faith judgment of such Administrative Agent or Required Lenders, such request is warranted under the circumstances.

Conditions to Each Credit Extension. (a) The obligation of each any Lender to make a Credit Extension after on any Credit Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.410.5, of the following conditions precedent: (ai) the Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, together as the case may be. If either the Senior Subordinated Notes or the Holdings Notes have been issued, then at any time on or after any Transition Date pursuant to which the sum of the Total Utilization of Revolving Commitments and the Term Loan Exposure, either before or after giving effect to any proposed borrowing, equals or exceeds, or would equal or exceed, $200,000,000, each Funding Notice shall be accompanied by a certificate of Borrower, executed on behalf of Borrower by an Authorized Officer, demonstrating in reasonable detail compliance with the documentation covenants contained in each of the Senior Subordinated Note Indenture and certifications required therein with respect to each Credit Extensionthe Holdings Note Indenture, as applicable, restricting the incurrence of Indebtedness (as defined therein); (bii) after making the Credit Extension Extensions requested on such Credit Date, (i) the aggregate outstanding principal amount Total Utilization of the Revolving Loans Commitments shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect; (ciii) no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby or the making any Credit Extension; (iv) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit DateDate to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation on and warranty shall be true and correct in all respects) as of such earlier date; (dv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding ; and (vi) on or before the foregoingdate of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the only representations applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the accuracy issuance of which such Letter of Credit. (b) Any Notice shall be executed by an Authorized Officer in a condition writing delivered to Administrative Agent. In lieu of delivering a Notice, Borrower may give Administrative Agent telephonic notice by the availability required time of any Incremental Facilityproposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the proceeds of which are used to fund a Limited Condition Acquisition, on the date case may be; provided each such Incremental Facility is funded notice shall be those certain “specified representations” approved promptly confirmed in writing by delivery of the lenders providing such Incremental Facility and applicable Notice to Administrative Agent on or before the only Defaults the absence applicable date of which borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall be incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a condition to the availability duly authorized officer or other person authorized on behalf of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth Borrower or for otherwise acting in Sections 9.1(a), (f) and (g)good faith.