Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of CreditRestatement Effective Date, is additionally subject to the satisfaction of the following conditions: (ai) the representations and warranties of the Borrower or any other Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto and to the use of proceeds thereof on a pro forma basis; (ciii) no Borrowing Base Deficiency shall exist at the time of and immediately after giving effect to such Loan (as well as giving effect to any substantially concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans or Indebtedness), and either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base after giving effect to such extension of credit Loan as well as any concurrent acquisitions of Investments Portfolio Investments, distributions or payment of outstanding Loans or Other Covered Indebtedness; (iv) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Section 6.07; (v) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (d) solely with respect to the initial funding under this Agreement, the sum of (ivi) the amount proposed date of Cash held such extension of credit shall take place during the Availability Period. Each Borrowing Request submitted by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 4.02.

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit hereunder (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not increase the stated face amount of such Letter of Credit, ) is additionally subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) the The representations and warranties of the Borrower set forth in this Agreement shall (other than the representations and warranties set forth in Sections 3.04(b) and 3.06 and except as expressly provided in the other Loan Documents shall last sentence of Section 3.12) be true and correct in all material respects (orother than to the extent qualified by materiality or “Material Adverse Effect”, in the which case of any portion of any such representations and warranties already subject to a materiality qualifier, shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not increase the stated face amount of such Letter of Credit), as applicable, or, applicable (except to the extent expressly made as to any such representation or warranty that refers to a specific of another date, in which case such representations and warranties shall be true and correct in all material respects as of such specific other date;). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (after giving effect time of the making of the first Loan or issuance of a Letter of Credit, if any, when the representation in the fourth sentence of Section 3.12 would be required to be made, but cannot be made, then as a condition precedent to such extension Borrowing or issuance of credit) a Letter of Credit, the Borrower shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently have delivered to the Administrative Agent a Form F.R. G-3 or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit Form F.R. U 1, as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreementapplicable, the sum of (i) the amount of Cash held for each Lender, duly completed by the Borrower plus (ii) in conformity with Regulation U of the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Board. Each Borrowing and each request for the issuance, amendment, renewal or extension of a Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not increase the stated face amount of such Letter of Credit) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lenders to make a Loan hereunder on the occasion of any Borrowing, of the Swingline Lender to make Swingline Loans hereunder on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew renew, or extend any Letter Letters of CreditCredit hereunder, is additionally subject subject, in each case, to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Credit Party set forth in this Agreement and or in the any other Loan Documents Document shall be true and correct in all material respects (or, in the case of any portion of any except those representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties specifically relate to a specific an earlier date, in which case they were true and correct on and as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or to the issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either With respect to (i) any requested Borrowings, the aggregate Covered Debt Amount Borrower shall have complied with Sections 2.03 or 2.04, as applicable, and (after giving effect to such ii) the request for any issuance, amendment, renewal, or extension of credita Letter of Credit, the Borrower shall have complied with Section 2.05. (d) In the case of a Loan or Letter of Credit to be denominated in an Alternative Currency, there shall not exceed have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the Borrowing Base reflected on reasonable opinion of the Administrative Agent, the Majority Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such credit extension to be denominated in the relevant Alternative Currency. (e) The Administrative Agent shall have received a Borrowing Base Certificate most recently signed by a Financial Officer of Borrower. (f) All due diligence and additional Loan Documents related to any new Pool Property shall have been approved, executed and delivered to the Administrative Agent or (ii) and the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Majority Lenders. Each Borrowing and each issuance, amendment, renewal renewal, or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amendamend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit, Credit is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, orto the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the The Administrative Agent or (ii) or, if applicable, the Borrower Swingline Lender, shall have delivered an updated received a Borrowing Base Certificate demonstrating that Request in accordance with the Covered Debt Amount (after giving effect to such extension requirements hereof or the Loan Parties shall have complied with the requirements of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit 2.05(b), as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof of the applicable Borrowing as to the matters specified in the preceding sentence. For the avoidance clauses (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, in each case after the initial Borrowing on the Effective Date is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject qualified as to a materiality qualifiermateriality, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to except in the case of any such representation or and warranty that refers expressly relates to a specific prior date, in which case such representation and warranty shall be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section; provided however, (A) the preceding sentence. For application of paragraphs (a) and (b) of this Section to any Incremental Loan made in connection with any Limited Condition Acquisition shall, at the avoidance Borrower’s option, be subject to the second paragraph of doubt, Section 1.03 and (B) paragraphs (a) and (b) of this Section shall not apply to any Loans made under any Refinancing Amendment unless the conversion or continuation lenders in respect thereof have required satisfaction of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a LoanRefinancing Amendment.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The Subject to Section 2.24, the obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuingtrue and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in each case before and after giving effect thereto; (c) either Reserved; (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (iid) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating the required Notice of Borrowing, or, in the case of any Letter of Credit, any other notice required pursuant to Section 2.23; (e) Reserved; and (f) to the extent any Lender is a Defaulting Lender or a Potential Defaulting Lender, at the time of such Swingline Loan or issuance of such Letter of Credit, the cost or loss to the Issuing Bank or the Swingline Lender, as the case may be, that would result therefrom is fully covered or eliminated by (i) with respect to such Letter of Credit, (x) the Covered Debt Amount (LC Exposure of such Defaulting Lender or Potential Defaulting Lender being reallocated among all other Lenders that are Non-Defaulting Lenders in proportion with their Pro Rata Share, but only to the extent that, after giving effect to such extension reallocation, the Revolving Credit Exposure of credit) shall each Non-Defaulting Lender does not exceed such Non-Defaulting Lender’s Pro Rata Share of the Borrowing Base after giving effect Aggregate Revolving Commitment Amount; and (y) to the extent that such LC Exposure of such Defaulting Lender or Potential Defaulting Lender exceeds the amount that is permitted to be reallocated pursuant to the immediately preceding clause (x), the Borrower having provided cash collateral to the Administrative Agent to hold on behalf of the Borrower, on terms and conditions reasonably satisfactory to the Issuing Bank and the Administrative Agent, in an amount equal to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and excess, (dii) solely with respect to the initial funding under this Agreementany Swingline Loan, the sum Borrower having provided cash collateral to the Administrative Agent to hold on behalf of the Borrower, on terms and conditions reasonably satisfactory to the Swingline Lender and the Administrative Agent, in an amount equal to the Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender, or (iiii) the amount Borrower making other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank or the Swingline Lender, as applicable, in their reasonable discretion to protect them against the risk of Cash held non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that none of the Borrower plus (ii) foregoing will constitute a waiver or release of any claim the Borrower’s Shareholders’ Equity shall , the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be equal to or greater than $550,000,000a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 3.2.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, i) in the case of any portion of any the representations and warranties already subject qualified as to a materiality qualifiermateriality, true and correct in all respects and (ii) otherwise, in all material respects) , in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to except in the case of any such representation or and warranty that refers expressly relates to a specific prior date, in which case such representation and warranty shall be so true and correct on and as of such specific prior date;; provided that in the case of any Incremental Term Loans or Incremental Revolving Commitment Increases used to finance an acquisition permitted hereunder and whose consummation is not conditioned on the availability of, or on obtaining third party financing, to the extent the Lenders participating in such Incremental Term Loans or Incremental Revolving Commitment Increases agree, this Section 4.03(a) shall require only customary “specified representations” and “acquisition agreement representations.” (b) at At the time of and immediately after giving effect to such Loan any Borrowing or the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either The Administrative Agent, and, if applicable, the Issuing Banks or the Swingline Lender shall have received a Borrowing Request or a Letter of Credit Request, as applicable, from the Borrower Representative. On the date of any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the U.S. Borrower and, in the case of Loans or Borrowings requested by the Belgian Borrower, the Belgian Borrower, shall be deemed to have represented and warranted that the conditions specified in paragraphs (ia) the aggregate Covered Debt Amount and (b) of this Section have been satisfied and that, after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent Borrowing, or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubtCredit, the conversion Aggregate Revolving Exposure (or continuation of a Borrowing as the same or a different Type (without increase in the principal amount any component thereof) shall not be considered to be exceed the making maximum amount thereof (or the maximum amount of a Loanany such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make any LoanLoan (including, on the Restatement Effective Date, the Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (dPermitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(i). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any LoanLoan (including, on the First Amendment Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of creditcredit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of creditcredit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or Other payment of other Indebtedness that is included in the Covered IndebtednessDebt Amount; and (d) solely with respect to the initial funding under this AgreementAdministrative Agent shall have received a request for the Borrowing or the issuance, the sum amendment, renewal or extension of (i) the amount such Letter of Cash held Credit as required by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to Section 2.03, 2.04 or greater than $550,000,0002.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (exclusive of continuations and conversions of a Borrowing), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (ai) the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in except to the case of extent that any portion of any representations representation and warranties already subject to a warranty that is qualified by materiality qualifier, shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty applicable (other than those representations and warranties that refers expressly relate to a specific earlier date, which shall be true and correct in all material respects as of such specific earlier date;). (bii) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing (exclusive of continuations and conversations of a Borrowing) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (i) and (ii) of this Section. (b) In addition to the preceding sentence. For other conditions precedent herein set forth, if any Lender becomes, and during the avoidance of doubtperiod it remains, a Defaulting Lender, the conversion Issuing Bank will not be required to issue any Letter of Credit or continuation to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless the Issuing Bank is satisfied that any exposure that would result therefrom is fully covered or eliminated by any combination satisfactory to the Issuing Bank of the following: (i) in the case of a Borrowing Defaulting Lender, the LC Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the same or a different Type Non-Defaulting Lenders as provided in clause (without increase i) of Section 2.20(a); (ii) in the principal case of a Defaulting Lender, without limiting the provisions of Section 2.20(b), the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Letter of Credit in an amount thereofat least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) shall of such Defaulting Lender in respect of such Letter of Credit, or makes other arrangements satisfactory to the Administrative Agent and the Issuing Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) in the case of a Defaulting Lender, then in the case of a proposed issuance of a Letter of Credit, by an instrument or instruments in form and substance satisfactory to the Administrative Agent and to the Issuing Bank, the Borrower agrees that the face amount of such requested Letter of Credit will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such Letter of Credit will, subject to the first proviso below, be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.17 will be deemed adjusted to reflect this provision; provided that (a) the sum of each Non-Defaulting Lender’s total Credit Exposure and total LC Exposure may not be considered in any event exceed the Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be the making of a LoanNon-Defaulting Lender.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except that any representation or warranty that relates to a specific date shall be true and correct in all material respects as of such date), or, if they are not true and correct in all material respects, neither the Administrative Agent nor the Required Lenders shall have determined not to make any such Loan or instructed the Issuing Bank not to issue Letters of Credit as to any a result of the fact that such representation or warranty that refers to a specific date, as of such specific date;is untrue or incorrect. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;, or, if a Default shall have occurred and be continuing, neither the Administrative Agent nor the Required Lenders shall have determined not to make a Loan on the occasion of such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such extension any Borrowing or the issuance of credit) shall any Letter of Credit, Availability is not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater less than $550,000,000zero. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (including a request for a credit extension relating to an advance under a Refinancing Facility), is additionally subject to the satisfaction of the following conditions, in each case, subject to the Incremental Funds Certain Provision, as applicable: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; and (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuingtrue and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that to the extent such representation or warranty relates to a specific prior date, such representation or warranty shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) only as of such specific prior date; (c) either since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; and (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (iid) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension required Notice of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Borrowing. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit (including a request for a credit extension relating to an advance under a Refinancing Facility) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubtSections 3.2(a), the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereofb) shall not be considered to be the making of a Loanand (c).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except that such representations and warranties (i) that relate solely to any such representation or warranty that refers to a specific date, an earlier date shall be true and correct as of such specific date;earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either Each Borrowing and each issuance of any Letter of Credit shall be made in accordance with the terms of clauses (i) the aggregate Covered Debt Amount – (after giving effect to such extension iv) of creditSection 2.01 and (A) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or – (iiF) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this AgreementSection 2.06, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000respectively. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the preceding sentence. For failure to satisfy the avoidance conditions precedent set forth in paragraphs (a) or (b) of doubtthis Section, unless otherwise directed by the Required Lenders, the conversion Administrative Agent may, but shall have no obligation to, continue to make Loans (which shall be considered Protective Advances hereunder) and an Issuing Bank may, but shall have no obligation to, issue or continuation cause to be issued any Letter of a Borrowing as Credit (or amend, renew or extend any Letter of Credit) for the same ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or a different Type issuing or causing to be issued (without increase or amending, renewing or extending) any such Letter of Credit is in the principal amount thereof) shall not be considered to be best interests of the making of a LoanLenders.

Each Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any Loan, Borrowing after the Closing Date and (ii) each of the Issuing Bank Banks to issue, amendrenew, renew increase or extend any Letter of CreditCredit after the Closing Date (each event referred to in clauses (i) and (ii) above, a “Credit Event”), is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction (or waiver) of the following express conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of provided that any portion of any such representations and warranties already subject to a materiality qualifierwhich are qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) ), in each case on and as of the date of such Loan Credit Event (or the date true and correct as of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific specified date, as if earlier); provided that in the case of any Incremental Credit Facility the proceeds of which will be used to finance a Permitted Acquisition or similar permitted Investment, such specific date;representations shall be limited to customary “SunGard” specified representations. (b) at At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Event, no Default or Event of Default shall have occurred and be continuing;, subject to clause (i) of the proviso to Section 2.20(a). (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the The Administrative Agent or (ii) the Borrower shall have delivered an updated received a Borrowing Base Certificate demonstrating that Request meeting the Covered Debt Amount (after giving effect to such extension requirements of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendmentrenewal, renewal increase or extension of a Letter of Credit (other than any Borrowing or issuance of a Letter of Credit on the Closing Date) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (including any Borrowing on the Restatement Effective Date but excluding, for the avoidance of doubt, the assumption of the Escrow Term Loans on the Escrow Assumption Date), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, orto the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely Solely with respect to the initial funding under this Agreementobligations of each Revolving Lender to make a Revolving Loan on the occasion of any Borrowing and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity Revolving Availability Date shall be equal to or greater than $550,000,000have occurred. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and, if applicable, (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Effective Date is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); (e) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (d) solely with respect to the initial funding under this Agreement, the sum of (if) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Loans. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect Permitted Indebtedness or Indebtedness incurred pursuant to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) : the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) ; at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) ; and either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to Indebtedness or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified any other Indebtedness that is included in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a LoanCovered Debt Amount at such time.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (including the initial funding) (excluding any Loan made pursuant to Section 2.08(e)), of the Swingline Lender to make a Swingline Loan and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred. (c) either The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date. (id) the aggregate Covered Debt Amount The pro forma total Revolving Credit Exposures (after giving effect to such extension the requested Borrowing or the issuance of creditthe requested Letter of Credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the aggregate Commitments. (e) The Administrative Agent or (ii) the Borrower shall have delivered an updated received a Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension Request in accordance with Section 2.03 or a request for a Letter of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit Credit in accordance with Section 2.08(b), as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000applicable. Each Borrowing (excluding any Borrowing made pursuant to Section 2.08(e)) and each issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type Section 6.02(a) through (without increase in the principal amount thereof) shall not be considered to be the making of a Loand).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except that such representations and warranties (i) that relate solely to any such representation or warranty that refers to a specific date, an earlier date shall be true and correct as of such specific date;earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either Each Borrowing and each issuance of any Letter of Credit shall be made in accordance with the terms of clauses (i) the aggregate Covered Debt Amount – (after giving effect to such extension vi) of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 2.01. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the preceding sentence. For failure to satisfy the avoidance conditions precedent set forth in paragraphs (a) or (b) of doubtthis Section, unless otherwise directed by the Required Lenders, the conversion Administrative Agent may, but shall have no obligation to, continue to make (or continuation authorize the European Administrative Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of a Borrowing as Credit (or amend, renew or extend any Letter of Credit) for the same ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or a different Type issuing or causing to be issued (without increase or amending, renewing or extending) any such Letter of Credit is in the principal amount thereof) shall not be considered to be best interests of the making of a LoanLenders.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Loan is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties representation or warranty already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to Indebtedness or any other Indebtedness that is included in the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Covered Debt Amount at such time. Each Borrowing and each issuance, amendment, renewal (other than a conversion or extension continuation of a Letter of Credit Loans) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Credit Parties set forth in this Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (orexcept to the extent qualified by materiality, in the which case of any portion of any such representations and warranties already subject to a materiality qualifier, shall be true and correct in all respects) on and as of the date of of, and after giving effect to, such Loan or Borrowing and after giving effect to, the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, orthat, as the representations and warranties contained in Sections 3.04(b), 3.06 (other than clause (a)(ii) thereof) and 3.10 shall be deemed made, and shall be required to any such representation or warranty that refers to a specific datebe true and correct, as of such specific date;only on the Closing Date. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) If the aggregate Covered Debt Amount (after giving effect to such extension applicable Borrower is a Designated Borrower, the conditions of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered Section 2.14 to the Administrative Agent or (ii) the designation of such Borrower as a Designated Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that been met to the Covered Debt Amount (after giving effect to such extension reasonable satisfaction of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; andAdministrative Agent. (d) solely with respect In the case of a Borrowing or Letter of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the initial funding under this Agreementreasonable opinion of the Administrative Agent, the sum Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable Issuing Bank (iin the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Borrowing or Letter of Credit to be denominated in the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000relevant Alternative Currency. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Credit Parties on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit (other than any extension or renewal of any Letter of Credit without any increase in the stated amount of such Letter of Credit), is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and the Loan Documents (except, in the other Loan Documents case of Loans made and Letters of Credit issued after the Restatement Effective Date, the representation and warranty set forth in Section 3.04(b)) shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties expressly relate to a specific an earlier date (in which case such representations and warranties shall have been true and correct in all material respects with respect to such earlier date, as of such specific date;). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing;continuing and (ii) the Secured Obligations Amount shall not exceed the Collateral Value Amount. (c) either (i) If the aggregate Covered Debt Amount (GM Intercreditor Agreement is in effect at the time, then, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of credit) such Letter of Credit, as applicable, the “Loan Agreement Obligations” shall not exceed the Borrowing Base reflected on “Senior Obligation Cap” (in each case, as defined in the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this GM Intercreditor Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit (except those specified in the parenthetical contained in the introductory paragraph of this Section 4.02) shall be deemed to constitute a representation and warranty by the Parent and the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The After the Effective Date, the obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than any initial Borrowing under any First Lien Incremental Facility, is additionally subject to receipt of the request therefor in accordance herewith to the satisfaction of the following conditions:conditions (other than in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, which shall be subject to such conditions as of the LCT Test Date as provided in Section 1.06): (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and the First Lien Loan Documents (or in the other Loan Documents case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction, customary specified representations) shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, orin each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, in each case, any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be; and (b) at At the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing (or, in the case of any Borrowing under any Incremental Facility incurred in connection with a Permitted Acquisition or an Investment not prohibited by Section 6.04, no Specified Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000). Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02), other than a Borrowing under any First Lien Incremental Facility, and each issuance, amendment, renewal or extension of a Letter of Credit (other than any issuance, amendment, renewal or extension of a Letter of Credit on the Effective Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubtthis Section 4.02 (which deemed representation, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, shall not be considered to be as of the making of a LoanLCT Test Date).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and of the Issuing Bank Lender to issue, amend, renew or extend any a Letter of CreditCredit (each such event, a “Credit Event”) on any date is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Company set forth in this Agreement (other than those set forth in Sections 3.5(b) and in 3.6(a) on any date other than the other Loan Documents Effective Date) shall be true and correct in all material respects (or, in the case of any portion of any provided that such representations and warranties already subject qualified as to a materiality qualifier, shall be true and correct in all respectscorrect) on and as of the date of such Loan or Credit Event with the date of issuance, amendment, renewal or extension of such Letter of Credit, same effect as applicable, or, as to any such representation or warranty that refers to a specific date, though made on and as of such specific date;, except to the extent such representations and warranties expressly relate to an earlier date, in which case those representations and warranties will be true and correct as of such earlier date. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension Borrowing (and the use of creditthe proceeds thereof) shall not exceed or the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a such Letter of Credit, as applicable, the Company shall be in compliance with the Consolidated Leverage Ratio set forth in Section 5.13(a). Such pro forma Consolidated Leverage Ratio shall be calculated using Consolidated EBITDA for the most recent period of four consecutive fiscal quarters ended prior to such date for which financial statements are available. Each Borrowing and the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Company on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend loan its Applicable Percentage of each Borrowing and the obligation of any Letter of Credit, Credit Issuer to issue Letters of Credit on the date any Letter of Credit is additionally to be issued is subject to the further satisfaction of the following conditions: (a) timely receipt by Administrative Agent of a Request for Borrowing or Request for Letter(s) of Credit (as applicable); (b) immediately before and after giving effect to such Borrowing or issuance of such Letter(s) of Credit, no Default or Event of Default shall have occurred and be continuing and neither such Borrowing nor the issuance of such Letter(s) of Credit (as applicable) shall cause a Default or Event of Default; (c) the representations and warranties of the Borrower set forth each Credit Party contained in this Agreement and in the other Loan Documents Papers shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension issuance of such Letter Letter(s) of Credit (as applicable), except (i) to the extent such representations and warranties are expressly stated as of a certain date, in which case such representations and warranties shall be true and correct in all material respects as of such date and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects; (d) the funding of such Borrowing or the issuance of such Letter(s) of Credit (as applicable) and all other Borrowings to be made and/or Letter(s) of Credit to be issued (as applicable) on the same day under this Agreement, shall not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount); and (e) following the issuance of any Letter(s) of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such aggregate Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension Credit Exposure of credit) all Banks shall not exceed the lesser of (x) $10,000,000 and (y) the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or and (iiz) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; andthen effective Aggregate Elected Commitment Amount). (df) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and the issuance of each issuance, amendment, renewal or extension of a Letter of Credit hereunder shall be deemed to constitute a representation and warranty by the Borrower that on the date thereof of such Borrowing or issuance of such Letter of Credit (as to applicable) the matters specified statements contained in the preceding sentence. For the avoidance of doubtsubclauses (b), the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereofc), (d) shall not be considered to be the making of a Loanand (e) above are true.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is additionally subject to the satisfaction of each of the following conditions: (a) the The representations and warranties of the Borrower and each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already qualified or modified by materiality in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respectstext thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as applicable (except to the extent any such representation or warranty that refers expressly relates to a specific an earlier date, in which case, such representation or warranty shall be true and correct in all material respects as of such specific earlier date;), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower; provided that with respect to any Delayed Draw Term Loans that are used to finance the eTouch Acquisition, such condition shall be limited to the Specified Representations and those representations included in the eTouch Acquisition Agreement that are material to the interests of the Lenders and only to the extent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations, all of which representations shall be true and correct in all material respects as of the date of the applicable Borrowing. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; provided that with respect to any Delayed Draw Term Loans that are used to finance the eTouch Acquisition, such condition shall be deemed satisfied so long as (i) no Default exists on the date of the eTouch Acquisition Agreement and (ii) no Event of Default under Sections 7.01(a), (b), (h), (i) or (j) shall have occurred and be continuing or shall exist on the date of the applicable Borrowing, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (c) either Solely in the case of a borrowing of Delayed Draw Term Loans (and/or any borrowing of Revolving Loans made to finance the eTouch Acquisition): (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension the funding of creditDelayed Draw Term Loans and the consummation of all related transactions consummated in connection therewith, the Consolidated Total Net Leverage Ratio of the Borrower (calculated on a Pro Forma Basis as of the most recent fiscal quarter end for which Financial Statements are available) shall not exceed 3.25x; (ii) substantially concurrently with the Borrowing Base reflected funding of such Loans, the eTouch Acquisition shall have been consummated, in accordance in all material respects with all applicable laws and approvals of Governmental Authorities, and on the Borrowing Base Certificate most recently delivered terms set forth in the eTouch Acquisition Agreement (or other terms reasonably satisfactory to the Administrative Agent). The eTouch Acquisition Agreement and related documentation shall be reasonably satisfactory to the Administrative Agent (including, without limitation, the amount and forms of the consideration to be paid in connection with the eTouch Acquisition, and the capital structure of subsidiaries acquired or to be formed in connection with the eTouch Acquisition), and no material provision of such documentation shall have been waived, amended, supplemented or otherwise modified in any respect adverse to the Administrative Agent or the Lenders without approval of the Administrative Agent; provided, that not less than seven (ii7) Business Days prior to the proposed date of funding of such Loans (or such shorter period as may be agreed by the Administrative Agent in its discretion), the Borrower agrees to deliver to the Administrative Agent a substantially final version of the eTouch Acquisition Agreement for review by the Administrative Agent and its counsel. The capitalization, structure and equity ownership of each Loan Party as a result of the eTouch Acquisition shall have delivered an updated Borrowing Base Certificate demonstrating that be satisfactory in all respects to the Covered Debt Amount Administrative Agent and the Lenders; (after giving iii) there shall be no injunction or temporary restraining order which, in the judgment of the Administrative Agent, would prohibit the consummation of the eTouch Acquisition or the making of such Loans in connection therewith, and no litigation which could reasonably be expected to result in a material adverse effect on the Target or to such extension of credit) shall not exceed materially affect the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered IndebtednesseTouch Acquisition; and (div) solely the Administrative Agent (for itself and the Lenders) shall have received with respect to the initial funding under this Agreementfiscal quarters for the Target from January 1, 2017 through September 30, 2017, a satisfactory quality of earnings report prepared by KPMG, LLP (which report may be shared with the Lenders subject to the terms of a customary non-reliance letter), which will include reviews of earnings of the Target. In the case of any borrowing of Delayed Draw Term Loans or any Revolving Loans which are made to finance the eTouch Acquisition, the sum Administrative Agent shall have received a certificate of (i) the amount a Responsible Officer of Cash held by the Borrower plus certifying that each of the conditions specified in this Section 4.02(c) has been satisfied. (iid) The Administrative Agent shall have received a Borrowing Request meeting the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect Permitted Indebtedness or Indebtedness incurred pursuant to the initial funding under this AgreementSection 6.01(g), the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to Section 6.01(i), or greater than $550,000,000Section 6.01(j). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (exclusive of continuations and conversions of a Borrowing), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (ai) the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in except to the case of extent that any portion of any representations representation and warranties already subject to a warranty that is qualified by materiality qualifier, shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty applicable (other than those representations and warranties that refers expressly relate to a specific earlier date, which shall be true and correct in all material respects as of such specific earlier date;). (bii) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing (exclusive of continuations and conversations of a Borrowing) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (i) and (ii) of this Section. (b) In addition to the preceding sentence. For other conditions precedent herein set forth, if any Lender becomes, and during the avoidance of doubtperiod it remains, a Defaulting Lender, the conversion Issuing Bank will not be required to issue any Letter of Credit or continuation to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless the Issuing Bank is satisfied that any exposure that would result therefrom is fully covered or eliminated by any combination satisfactory to the Issuing Bank of the following: (i) in the case of a Borrowing Defaulting Lender, the LC Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the same or a different Type Non-Defaulting Lenders as provided in clause (without increase i) of Section 2.21(a); (ii) in the principal case of a Defaulting Lender, without limiting the provisions of Section 2.21(b), the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Letter of Credit in an amount thereofat least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) shall of such Defaulting Lender in respect of such Letter of Credit, or makes other arrangements satisfactory to the Administrative Agent and the Issuing Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) in the case of a Defaulting Lender, then in the case of a proposed issuance of a Letter of Credit, by an instrument or instruments in form and substance satisfactory to the Administrative Agent and to the Issuing Bank, the Borrower agrees that the face amount of such requested Letter of Credit will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such Letter of Credit will, subject to the first proviso below, be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.18 will be deemed adjusted to reflect this provision; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure and total LC Exposure may not be considered in any event exceed the Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be the making of a LoanNon-Defaulting Lender.

Each Credit Event. The Lender has no obligation of each Lender to make a Loan on the occasion of any Loan, and of the Issuing Bank Borrowing or to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of Credit unless the following conditionsconditions are satisfied: (a) the The representations and warranties of the Borrower (and each other party thereto) set forth in this Agreement and in the each other Loan Documents Document shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation or warranty that refers representations and warranties relate to a specific date, 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 specific earlier date) or are already qualified as to materiality (in which case such representations and warranties shall be true and correct in all respects); (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) Since the aggregate Covered Debt Amount (after giving effect to such extension date of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently recent financial statements, if any, delivered to the Administrative Agent Lender pursuant to Section 5.01, there has been no event or occurrence which has resulted in or would reasonably be expected to result in a Material Adverse Effect; (iid) the Borrower With respect to each Loan, Lender shall have delivered an updated received a completed and duly executed Borrowing Base Request and a Covenant Compliance Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtednessduly executed by a Financial Officer; and (de) solely with With respect to the initial funding under this Agreementeach Letter of Credit, the sum Lender shall have received a completed and duly executed Letter of (i) the amount Credit Application, Letter of Cash held Credit Request and a Covenant Compliance Certificate duly executed by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000a Financial Officer. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof thereof, immediately prior to and immediately following such Borrowing or issuance, amendment, renewal or extension, as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of including any Loans on the Issuing Bank to issue, amend, renew or extend any Letter of CreditRestatement Effective Date, is additionally subject to the satisfaction of the following conditions: (ai) the representations and warranties of the Borrower or any other Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuing; (ciii) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base after giving effect to such extension of credit Loan as well as any concurrent acquisitions of Portfolio Investments or payment by the Borrower; (iv) after giving effect to such Loan, the Borrower shall be in pro forma compliance with each of outstanding Loans or Other Covered Indebtednessthe covenants set forth in Sections 6.07(a), (b), (d) and (e); (v) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (dvi) solely with respect at the date of the first Borrowing on or after the Restatement Effective Date, except if a Borrowing Base Certificate has previously been delivered to the initial funding under Administrative Agent since the Restatement Effective Date pursuant to this Agreement, the sum Administrative Agent shall have received a Borrowing Base Certificate dated as of (i) the amount date of Cash held by such Borrowing, showing a calculation of the Borrower plus (ii) Borrowing Base as of the Borrower’s Shareholders’ Equity shall be equal date thereof in form and substance reasonably satisfactory to or greater than $550,000,000the Administrative Agent. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

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

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Restatement Effective Date is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); and (d) solely with respect to the initial funding under this Agreement, the sum of (ie) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, except for any representation and warranty made as to any such representation or warranty that refers to a specific of an earlier date, which representation shall remain true and correct in all material respects as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such extension any Borrowing or the issuance of credit) shall any Letter of Credit, Aggregate Availability is not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; andless than zero. (d) solely with Such Loan or Letter of Credit (and all reimbursement and other obligations in respect thereof) is permitted Indebtedness under the Senior Subordinated Note Agreement and constitutes “Senior Debt” and “Designated Senior Debt” under the Senior Subordinated Note Agreement or any agreement, document or instrument governing Indebtedness issued to refund, replace or refinance the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Senior Subordinated Notes. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the preceding sentence. For failure to satisfy the avoidance conditions precedent set forth in paragraphs (a) or (b) of doubtthis Section, unless otherwise directed by the Required Lenders, the conversion Administrative Agent may, but shall have no obligation to, continue to make (or continuation of authorize a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.Disbursement Agent to

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Borrowing is additionally subject to the satisfaction of the following conditions: (a) At the time the applicable Borrowing Request is delivered to the Administrative Agent and after giving effect to such Borrowing (as if such Borrowing took place on the same date the Borrowing Request is delivered) (i) no Default shall have occurred and be continuing, and (ii) the Borrower shall be in compliance, on a pro forma basis before and after giving effect to such Borrowing as if such Borrowing took place on the same date the Borrowing Request is delivered, with the financial covenants in Section 9.01 (assuming, if such financial covenants are not yet in effect, that such financial covenants are in effect solely for this purpose); provided, however, that if the Borrower becomes aware after delivery of such Borrowing Request, but prior to the corresponding Loan having been made, that the condition in this Section 6.02(a) would fail to be satisfied on the proposed date of such Borrowing, the Borrower shall promptly, and in any event prior to the effectiveness of such Borrowing, notify the Administrative Agent in writing of such failure and, provided that such notice is received at least one Business Day prior to the date of the proposed Borrowing (or such later time as the Administrative Agent and the Lenders may agree), the applicable Borrowing Request will be deemed to have never been delivered to the Administrative Agent. (b) At the time the applicable Borrowing Request is delivered to the Administrative Agent and after giving effect to such Borrowing (as if such Borrowing took place on the same date the Borrowing Request is delivered) no Material Adverse Effect shall have occurred; provided, however, that if the Borrower becomes aware after delivery of such Borrowing Request, but prior to the corresponding Loan having been made, that the condition in this Section 6.02(b) would fail to be satisfied on the proposed date of such Borrowing, the Borrower shall promptly, and in any event prior to the effectiveness of such Borrowing, notify the Administrative Agent in writing of such failure and, provided that such notice is received at least one Business Day prior to the date of the proposed Borrowing (or such later time as the Administrative Agent and the Lenders may agree), the applicable Borrowing Request will be deemed to have never been delivered to the Administrative Agent. (c) The representations and warranties of the Borrower and the Guarantors, if any, set forth in this Agreement and in the other Term Loan Documents shall be true and correct in all material respects at the time a Borrowing Request is delivered to the Administrative Agent and after giving effect to such Borrowing (or, in as if such Borrowing took place on the case of same date the Borrowing Request is delivered) except to the extent any portion of any such representations and warranties already subject are expressly limited to a materiality qualifieran earlier date, true and correct in all respects) which case, on and as of the date of such Borrowing such representations and warranties shall continue to be true and correct as of such specified earlier date; provided, however, that if the Borrower becomes aware after delivery of such Borrowing Request, but prior to the corresponding Loan or having been made, that the condition in this Section 6.02(c) would fail to be satisfied on the proposed date of such Borrowing, the Borrower shall promptly, and in any event prior to the effectiveness of such Borrowing, notify the Administrative Agent in writing of such failure and, provided such notice is received at least one Business Day prior to the date of issuancethe proposed Borrowing (or such later time as the Administrative Agent and the Lenders may agree), amendment, renewal or extension of such Letter of Credit, as applicable, or, as the applicable Borrowing Request will be deemed to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently never been delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; andAgent. (d) solely The making of such Loan would not conflict with, or cause any Lender to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to the initial funding under this Agreementany threatened litigation, seeks to, enjoin, prohibit or restrain, the sum making or repayment of any Loan or the consummation of the transactions contemplated by this Agreement or any other Term Loan Document. (ie) The receipt by the amount Administrative Agent of Cash held a Borrowing Request in accordance with Section 2.03. (f) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on the date of such Borrowing that occurs after the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower plus hereunder. (iig) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. The use of proceeds of such Borrowing is consistent with Section 7.21. (h) Each request for a Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type Section 6.02(a) through (without increase in the principal amount thereof) shall not be considered to be the making of a Loanh).

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without an increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the a Loan or Issuing Bank to issue, amend, renew or extend issue any Letter of Credit, as applicable, on the occasion of any Borrowing (other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Eurodollar Loan following the expiration of the applicable Interest Period), or the obligation of Issuing Bank to extend the maturity or increase the face amount of any Letter of Credit on the date of any such extension or increase, and the effectiveness of any Commitment Increase pursuant to Section 2.19 or any extension of the Maturity Date pursuant to Section 2.20, is additionally subject to the satisfaction of the following conditionscondition: (a) The Administrative Agent shall have received a fully executed and delivered Borrowing Request or Issuance Notice and Application, as the case may be; (b) The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than to the extent qualified by materiality or “Material Adverse Effect”, in the case of any portion of any which case, such representations and warranties already subject to a materiality qualifier, shall be true and correct in all respects) on and as of the date of such Loan Borrowing, Commitment Increase, increase or the date of issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, orexcept that (i) for purposes of this Section, as the representations and warranties contained in Section 3.4(a) shall be deemed to any refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.1 and (ii) to the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, they shall be true and correct in all material respects as of such specific dateearlier date (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects); (bc) at At the time of and immediately after giving effect to such Loan Borrowing, Commitment Increase, increase or the issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect After giving effect to the initial funding under this Agreementsuch Borrowing, Commitment Increase, increase or extension, as applicable, the sum Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of (i) the amount last day of Cash held by the Borrower plus (ii) fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, shall not exceed the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000maximum Consolidated Total Leverage Ratio permitted under Section 6.12 for such period. Each Borrowing Borrowing, extension, increase, Commitment Increase and each issuance, amendment, renewal or extension of a Letter of Credit the Maturity Date shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (b), (c) and (d) of this Section have been satisfied as of the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan (including conversions and continuations of Loans) on the occasion of any LoanBorrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower or any other Borrower Party set forth in this Agreement and in the other Loan Documents (other than, after the Investment Grade Date, those set forth in Section 3.04(c)) shall be true and correct in all material respects (or, in except to the case of any portion of any extent such representations and warranties are already subject qualified as to a materiality qualifiermateriality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except such representations and warranties (other than, orafter the Investment Grade Date, as those set forth in Section 3.04(c)) that are stated to any such representation or warranty that refers relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of such specific earlier date;). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either In the case of any Inventory Financing Sublimit Borrowing, (i) all of the aggregate Covered Debt Amount Petroleum Products to which such Inventory Financing Sublimit Borrowing relates (after giving effect the “New Financed Inventory”) shall constitute Eligible Inventory, (ii) the price risk relating to such extension of credit) New Financed Inventory shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered have been fully hedged pursuant to the Administrative Agent a Hedging Agreement or sold forward pursuant to a sales contract (iisubject to immaterial deficiencies described in Section 5.16(b)), and (iii) the Borrower shall have delivered an updated to the Administrative Agent a Borrowing Base Certificate demonstrating Request (Financed Inventory), whereby the Borrower certifies (A) as to clauses (i) and (ii) above, and (B) that the Covered Debt Amount (after giving effect to amount of such extension of credit) shall Inventory Financing Sublimit Borrowing does not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect an amount equal to the initial funding under this Agreement, product of (1) 90% and (2) an amount equal to the sum of (ix) the amount Sale Value of Cash held such New Financed Inventory that is subject to sales contracts measured as of the date of such Borrowing plus (y) the Hedged Value of such New Financed Inventory that is not subject to sales contracts measured as of the date of such Borrowing minus (z) all related storage, transportation and other applicable costs reasonably estimated by the Borrower plus (ii) to be applicable to such New Financed Inventory in the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000future. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifierSection 1.7 with any advance of an Incremental Term Loan in connection with any Limited Condition Acquisition, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of of, and immediately after giving effect to to, such Loan Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (b) subject to Section 1.7 with any advance of an Incremental Term Loan in connection with any Limited Condition Acquisition, at the time of, and immediately after giving effect to, such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuingtrue and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension required Notice of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered IndebtednessBorrowing; and (d) solely with respect to if any Revolving Lender is a Defaulting Lender at the initial funding under this Agreement, the sum time of (i) the amount of Cash held any request by the Borrower plus (ii) of a Borrowing of a Swingline Loan, or the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit, and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that one hundred percent (100.0%) of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Subject to Section 1.7 with any advance of an Incremental Term Loan in connection with any Limited Condition Acquisition, each Borrowing, and each issuance, amendment, extension or renewal of any Letter of Credit, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance clauses (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, other than any Borrowing or issuance of any Letter of Credit made in connection with the consummation of the GTV Acquisition, is additionally subject to receipt of the borrowing request therefor in accordance herewith and to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (in each case, orunless such date is the Effective Date); provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;continuing (other than, in the case of any Borrowing or issuance, amendment, renewal or extension of a Letter of Credit on the Effective Date. (c) either (i) the aggregate Covered Debt Amount (after giving effect With respect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) Amendment No. 3 Delayed Draw Term Loans, the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that pay in full all Term B-1 Loans (including all accrued interest thereon) substantially concurrently with the Covered Debt Amount (after giving effect to such extension making of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Amendment No. 3 Delayed Draw Term Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000proceeds thereof. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit (other than any Borrowing or issuance of Letter of Credit on the Effective Date or the Amendment No. 3 Effective Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. Notwithstanding anything in this Section 4.02 and in Section 2.20 to the preceding sentence. For contrary, to the avoidance extent that the proceeds of doubta Term Commitment Increase are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the conversion or continuation only conditions precedent to the funding of a Borrowing as such Term Commitment Increase shall be the same or a different Type (without increase conditions precedent set forth in the principal amount thereof) related Incremental Term Facility Amendment. The Administrative Agent shall not notify Holdings, the Borrower and the Lenders of the Amendment No. 3 Effective Date, and such notice shall be considered to be the making of a Loanconclusive and binding.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Effective Date is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; and; (d) solely with respect the Covered Debt Amount (after giving effect to the initial funding under this Agreement, such extension of credit) shall not exceed the sum of (i) the amount aggregate Value of Cash held by all Eligible Portfolio Investments included in the Borrower plus Borrowing Base, less (ii) the Borrower’s Shareholders’ Equity aggregate Value of all Eligible Portfolio Investments issued by the four largest issuers (for the avoidance of doubt, the calculation of Value for purposes of this clause (d) shall be equal made without taking into account any Advance Rate), as reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or greater than $550,000,000an updated Borrowing Base Certificate 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; (e) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); (f) the proposed date of such extension of credit shall take place during the Availability Period; and (g) in the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate dated as of the date of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of CreditRestatement Effective Date, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuanceLoan, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto, and (ii) no Borrowing Base Deficiency shall have occurred and be continuing or would result from such Loan after giving effect thereto; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); (e) the proposed date of such extension of credit shall take place during the Availability Period; and (df) solely with respect in the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate dated as of the date of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Administrative Agent. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Borrowing is additionally subject to the satisfaction of the following conditions: (a) at the representations time of and warranties immediately after giving effect to such Borrowing, no Default or Event of the Borrower set forth in this Agreement and in the other Loan Documents Default shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific dateexist; (b) at the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan or Party set forth in the issuance, amendment, renewal or extension Loan Documents shall be true and correct in all material respects on and as of the date of such Letter of CreditBorrowing, as applicable, no Default shall have occurred in each case before and be continuingafter giving effect thereto; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount required Notice of Borrowing; (d) the Borrower shall have delivered a duly executed update or amendment to the Federal Reserve Form U-1 delivered on the Closing Date, executed by the Borrower and the Administrative Agent on behalf of each Lender; and (e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. In addition to other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such extension Borrowing the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of creditthe related Swingline Exposure is fully covered or eliminated by any combination satisfactory to the Swingline Lender of the following: (i) shall not exceed in the Borrowing Base after giving effect case of a Defaulting Lender, the Swingline Exposure of such Defaulting Lender is reallocated to such extension of credit the Non-Defaulting Lenders as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtednessprovided in Section 2.23(a)(1) above; and (dii) solely with in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.23(a)(2) above, the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Swingline Loan in an amount at least equal to the initial funding under this Agreementaggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (ib) the amount neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of Cash held by the Borrower plus (ii) any claim the Borrower’s Shareholders’ Equity shall , the Administrative Agent the Swingline Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be equal to or greater than $550,000,000a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 3.2.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect Permitted Indebtedness or Indebtedness incurred pursuant to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered IndebtednessLoans; and (d) solely with respect to until the initial funding under this AgreementBorrower shall have cumulatively raised at least $250,000,000 in gross proceeds from the sale of equity securities in one or more offerings (including rollover equity, preferred stock or convertible notes), the sum of (i) Borrower shall not be permitted to increase the amount of Cash held by Revolving Credit Exposure unless, after giving effect to such increase, the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be Asset Coverage Ratio would equal or exceed 2.25 to or greater than $550,000,0001. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (other than any Borrowing made on the Effective Date), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such Borrowing or the issuance, amendment or extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension Letter of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this AgreementCredit, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity Borrowers shall be equal to or greater than $550,000,000in compliance with the Revolving Exposure Limitations. Each Borrowing and each issuance, amendment, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the preceding sentence. For failure to satisfy the avoidance conditions precedent set forth in paragraph (a) or (b) of doubtthis Section, unless otherwise directed by the Required Lenders, the conversion Applicable Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or continuation cause to be issued any Letter of a Borrowing as Credit for the same ratable account and risk of Lenders from time to time if the Applicable Administrative Agent believes that making such Loans or a different Type (without increase issuing or causing to be issued any such Letter of Credit is in the principal amount thereof) shall not be considered to be best interests of the making of a LoanLenders.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered IndebtednessIndebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time; and (d) solely with respect to in the case of the initial funding under this Agreementcredit extension hereunder, the sum Administrative Agent shall have received a Borrowing Base Certificate showing a calculation of (i) the amount Borrowing Base as of Cash held by a date that is within 30 days of the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000date of such credit extension. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (dPermitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(i). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Initial Funding Date is additionally subject to the satisfaction of the following conditions: (ai) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuing; (ciii) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (iv) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); (v) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (d) solely with respect to the initial funding under this Agreement, the sum of (ivi) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the any Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (including a request for a credit extension relating to an advance under a Refinancing Facility), is additionally subject to the satisfaction of the following conditions, in each case, subject to the Incremental Funds Certain Provision, as applicable: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; and (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuingtrue and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that to the extent such representation or warranty relates to a specific prior date, such representation or warranty shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) only as of such specific prior date; (c) either since the date of the audited financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; and (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (iid) the Borrower shall have delivered an updated the required Notice of Borrowing Base Certificate demonstrating that or written notice requesting the Covered Debt Amount (after giving effect to such extension issuance of credit) shall not exceed the Borrowing Base after giving effect to such extension a Letter of credit Credit as well required under Section 2.24, as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000applicable. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit (including a request for a credit extension relating to an advance under a Refinancing Facility) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubtSections 3.3(a), the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereofb) shall not be considered to be the making of a Loanand (c).

Each Credit Event. The obligation At the time of the making by each Lender of each Lender to make Loan on the occasion of any Borrowing, including the Initial Loan, (before as well as after giving effect to such Loan and to the proposed use of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions:proceeds thereof): (a) the The representations and warranties of the Borrower and each other El Paso Entity set forth in this Agreement and in the other Loan Financing Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of Borrowing (unless such Letter of Credit, as applicable, or, as representations and warranties are stated to any such representation or warranty that refers relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such specific earlier date;). (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no No Default shall have occurred and be continuing;. (c) either The Administrative Agent shall have received the following: (i) the aggregate Covered Debt Amount appropriate Borrowing Request; (after giving effect ii) a certificate of the Borrower certifying that the Project Costs to such extension of credit) shall be paid or to be incurred through the Conversion Date do not and are not expected to exceed the sum of the amounts available under the Construction Loans and the Base, Construction and Contingent Equity Contribution Amounts; (iii) a certificate from the Independent Engineer, in the Form attached hereto as Exhibit C, approving the amounts set forth in the certificate of the Borrower described in clause (ii) above and confirming that the Project is likely to achieve Final Completion by the Date Certain; (iv) a certificate of the Borrower setting forth the amount of the Construction Equity Contribution Amount to be contributed by the Parent on or before the date of such Borrowing Base reflected on and confirming receipt thereof; (v) a copy of each Material Permit required to have been obtained by the date of such Borrowing Base Certificate most recently and which has not previously been delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered IndebtednessAgent; and (dvi) solely with respect such other documents as the Administrative Agent, or any Lender through the Administrative Agent, or counsel to the initial funding under this AgreementAdministrative Agent, may reasonably request, all in form and substance reasonably satisfactory to the sum of (i) Administrative Agent. Each Borrowing Request submitted by the amount of Cash held Borrower, and the acceptance by the Borrower plus (ii) of the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each proceeds of such Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on as of the date thereof as to of the matters Loans comprising such Borrowing that the conditions specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type Subsections 4.02(a) and (without increase in the principal amount thereofb) shall not be considered to be the making of a Loanhave been satisfied.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e)) and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit), is additionally shall be subject to the satisfaction of the following conditions: (ai) the The representations and warranties of Goodyear, the European J.V. and each other Borrower set forth in this Agreement and in the other Loan Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material respects (or, in to the case rights or interests of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date;, except to the extent such representations and warranties expressly relate to an earlier date. (bii) at At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension Borrowing no Event of such Letter of Credit, as applicable, no Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing;. (cb) either (i) The obligation of the aggregate Covered Debt Amount (after giving effect Swingline Lender to such extension of credit) shall not exceed the Borrowing Base reflected make a Swingline Loan on the occasion of any Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered reimburse an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.LC Disbursement made pursuant to

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a Borrowing Request for such Loan, of a written request to issue, amend, renew or extend such Letter of Credit, and any applicable Letter of Credit Agreement; (b) Since the effective date of the audited financial statements most recently provided to the Lenders, there shall not have occurred any event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect; (c) To the extent required to be delivered on or prior to the date of such extension of credit, the Administrative Agent shall have received all documents required by Section 5.14; (d) The representations and warranties of the each Borrower set forth in this Agreement and in the of each other Loan Documents Party in any other Loan Document shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of of, and after giving effect to, such Loan or the date of Borrowing and such issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties relate solely to a specific date, an earlier date (in which case they shall have been true and correct as of such specific earlier date); (be) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (cf) either (i) No Law shall prohibit the aggregate Covered Debt Amount (after giving effect to making of such Loan or the issuance, amendment, renewal or extension of credit) such Letter of Credit, and no litigation or other proceeding shall not exceed be pending or threatened which would, enjoin, prohibit, restrain, or otherwise adversely affect in any material manner the making of such Borrowing Base reflected on or the Borrowing Base Certificate most recently delivered issuance, amendment, renewal or extension of such Letter of Credit. Each delivery to the Administrative Agent of a Borrowing Request or (ii) a request for the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Lufkin on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (b), (d) and (e) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;continuing or would result therefrom; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments by the Obligors or payment of outstanding Loans Indebtedness that is included in the Covered Debt Amount at such time; provided that, in connection with the first extension of credit on or Other Covered Indebtedness; and (d) solely with respect after the Effective Date, the Borrower shall have delivered to the initial funding under this AgreementAdministrative Agent, in connection with its request for such extension of credit, a Borrowing Base Certificate in form and substance satisfactory to the sum Administrative Agent showing a calculation of (i) the amount Borrowing Base as of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000such request date. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any LoanRevolving Borrowing after the Second Restatement Effective Date, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit after the Second Restatement Effective Date, is additionally subject to receipt of the request therefore in accordance herewith and to the satisfaction of the following conditions: conditions (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit (for purposes of this Section, an “issuance”) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section): (a) the preceding sentence. For representations and warranties of the avoidance Loan Parties contained in each Senior Loan Document are true and correct in all material respects on and as of doubtthe date of such Borrowing or issuance, before and after giving effect to such Borrowing or issuance and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); (b) no event has occurred and is continuing, or would result from such Borrowing or issuance or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default and such Borrowing or issuance would not result in a violation of the amount of secured Indebtedness permitted under the Second Priority Debt Documents; and (c) after giving effect to such Borrowing or issuance the Borrowing Base Amount shall be equal to or greater than the sum of (i) the total Revolving Exposures, (ii) the outstanding Tranche 1 Term Loans and (iii) if prior to the Borrowing Base Date, zero and, if on or after the Borrowing Base Date, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanoutstanding Tranche 2 Term Loans.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, and if they are not true and correct the Administrative Agent or the Required Lenders shall have determined not to make any make a Loan or instructed the Issuing Bank not to issue Letters of Credit as to any a result of the fact that such representation or warranty that refers to a specific date, as of such specific date;is untrue or incorrect. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;continuing and the Required Lenders shall have determined not to make such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such extension of credit) shall any Revolving USD Borrowing, Revolving USD Loan Availability is not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; andless than zero. (d) solely with respect After giving effect to any Revolving Euro Borrowing or the initial funding under this Agreementissuance of any Letter of Credit, Revolving Euro Loan Availability is not less than zero. (e) After giving effect to any Revolving Borrowing or the sum issuance of (i) the amount any Letter of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater Credit, Aggregate Availability is not less than $550,000,000zero. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Loan Parties on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b), (c), (d) and (e) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;continuing or would result therefrom; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments by the Obligors or payment of outstanding Loans Indebtedness that is included in the Covered Debt Amount at such time; provided that, in connection with the first extension of credit on or Other Covered Indebtedness; and (d) solely with respect after the Effective Date, the Borrower shall have delivered to the initial funding under this AgreementAdministrative Agent, in connection with its request for such extension of credit, a Borrowing Base Certificate in form and substance satisfactory to the sum Administrative Agent showing a calculation of (i) the amount Borrowing Base as of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000such request date. 106 BUSINESS.29259741.231546920 Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except that any representation or warranty that relates to a specific date shall be true and correct in all material respects as of such date), or, if they are not true and correct in all material respects, neither the Administrative Agent nor the Required Lenders shall have determined not to make any such Loan or instructed the Issuing Bank not to issue Letters of Credit as to any a result of the fact that such representation or warranty that refers to a specific date, as of such specific date;is untrue or incorrect. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;, or, if a Default shall have occurred and be continuing, neither the Administrative Agent nor the Required Lenders shall have determined not to make a Loan on the occasion of such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such extension any Borrowing or the issuance of credit) shall not exceed any Letter of Credit, Availability (determined by reference to the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered Borrowing Base Certificate) is not less than (x) the Trigger Amount at all times that the Borrowers are making weekly financial deliveries pursuant to Section 5.01(n) (unless the Borrowers have demonstrated in advance to the Administrative Agent compliance with all requirements related to the Trigger Amount) or (iiy) the Borrower shall Changeover Amount at all other times (unless the Borrowers have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect demonstrated in advance to the initial funding under this Agreement, Administrative Agent compliance with all requirements related to the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Changeover Amount). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to Indebtedness or any other Indebtedness that is included in the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Covered Debt Amount at such time. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditcredit and other concurrent transactions) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered IndebtednessIndebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than any initial Borrowing under any First Lien Incremental Facility, is additionally subject to receipt of the request therefor in accordance herewith to the satisfaction of the following conditions:conditions (other than in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, which shall be subject to such conditions as of the LCT Test Date as provided in Section 1.06): (a) In the case of any borrowing of Revolving Loans or a Swingline Loan, the First Lien Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (b) The representations and warranties of the Borrower each Loan Party set forth in this Agreement and the First Lien Loan Documents (or in the other Loan Documents case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction, customary specified representations) shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, orin each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, in each case, any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific datethe case may be; (bc) The Borrower shall be in Pro Forma Compliance with the Financial Performance Covenant for the Test Period then last ended (regardless of whether such Financial Performance Covenant is applicable at such time and without deducting in calculating the numerator of such Senior Secured First Lien Net Leverage Ratio any cash proceeds thereof); and (d) At the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing; continuing (c) either (i) or, in the aggregate Covered Debt Amount (after giving effect to case of the incurrence or provision of any First Lien Incremental Facility in connection with a Limited Condition Transaction, no Event of Default at the time of such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Limited Condition Transaction). Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02), other than a Borrowing under any First Lien Incremental Facility, and each issuance, amendment, renewal or extension of a Letter of Credit (other than any issuance, amendment, renewal or extension of a Letter of Credit on the Effective Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubtthis Section 4.02 (which deemed representation, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, shall not be considered to be as of the making of a LoanLCT Test Date).

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtednessat such time; and (d) solely with respect to the initial funding under this Agreement, the sum of either (i) the amount Aggregate Covered Debt Amount (after giving effect to such extension of Cash held by credit) shall not exceed the Borrower plus Aggregate Portfolio Balance reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower’s Shareholders’ Equity Borrower shall be equal have delivered an updated Borrowing Base Certificate demonstrating that the Aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Aggregate Portfolio Balance after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or greater than $550,000,000payment of outstanding Loans or Aggregate Other Covered Indebtedness or any other Indebtedness that is included in the Aggregate Covered Debt Amount at such time. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.100 767993213 21683072

Each Credit Event. The obligation of an Issuing Bank to issue a Letter of Credit (or to issue any amendment of a Letter of Credit having the effect of extending the stated expiration date thereof, increasing the amount available for drawing thereunder or otherwise altering any of the material terms or conditions thereof), and the obligation of each Revolving Lender to make a Revolving Loan on the occasion of any Loan, and Borrowing that increases the amount of the Issuing Bank to issueRevolving Loans of any Revolving Lender outstanding, amend, renew or extend any Letter of Credit, is additionally shall be subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan issuance or the date of issuance, amendment, renewal or extension of such Letter of CreditBorrowing, as applicablethe case may be, orboth before and after giving effect thereto and (in the case of any Borrowing) the application of the proceeds thereof, as to any such representation or warranty that refers to a specific date, though made on and as of such specific date (except where such representations and warranties expressly relate to an earlier date;, in which case such representations and warranties shall have been true and correct as of such earlier date). (b) at At the time of and immediately after giving effect to such Loan issuance or Borrowing (as the issuance, amendment, renewal or extension of such Letter of Credit, as applicablecase may be), no Default or Event of Default shall have occurred and be continuing;. (c) either In the case of any Revolving Borrowing and/or issuance of a Revolving Letter of Credit (or issuance of any amendment of a Revolving Letter of Credit having the effect of increasing the amount available for drawing thereunder) that would result in the utilization of greater than $60,000,000 of the Revolving Commitments, the Administrative Agent shall have received on or before the date thereof: (i) a copy of an order of the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered ACC, in form and substance satisfactory to the Administrative Agent or Agent, authorizing (A) the increase in the aggregate amount of the Revolving Commitments provided by this Agreement, (B) the extension of the maturity date of the credit facilities established by this Agreement, and (C) the issuance of Collateral Mortgage Bonds in an aggregate principal amount not less than the Aggregate Commitments, certified by an officer of the Borrower as being a true, correct and complete copy thereof and as being in full force and effect; (ii) new Collateral Mortgage Bonds issued pursuant to the Seventh Supplemental Indenture in an aggregate principal amount not less than the Aggregate Commitments, in replacement of the previously issued Collateral Mortgage Bonds (which shall be returned by the Administrative Agent to the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that for cancellation), duly issued and authenticated under the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed Mortgage Indenture, together with a Bond Delivery Agreement duly executed by the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely Borrower with respect to such new Collateral Mortgage Bonds; (iii) a duly executed copy of the initial funding Seventh Supplemental Indenture and all other documents, instruments and filings relating to the issuance and authentication of such new Collateral Mortgage Bonds under this Agreement, the sum Mortgage Indenture; and (iv) a favorable written opinion of (i) the amount of Cash held by counsel to the Borrower plus (ii) with respect to such ACC order and such new Collateral Mortgage Bonds, in form and substance satisfactory to the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Administrative Agent. Each Revolving Borrowing and each issuance, amendment, renewal or extension issuance of a Letter of Credit (or any amendment of a Letter of Credit having the effect of extending the stated expiration date thereof, increasing the amount available for drawing thereunder or otherwise altering any of the material terms or conditions thereof) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of CreditBorrowing, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct or in all respectsrespects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the date of such Loan or Borrowing, except to the date of issuance, amendment, renewal or extension of extent that such Letter of Credit, as applicable, or, as representations and warranties expressly relate to any such representation or warranty that refers to a specific an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. Notwithstanding the preceding sentence. For foregoing, (i) the avoidance of doubt, Borrower shall not certify as to the conversion or continuation existence of a Borrowing Default or Event of Default as of the same Effective Date, and the Borrower shall only make the Specified Representations as of the Effective Date, in each case for purposes of closing the financing evidenced hereby, funding the Term Loans, and consummating the Assurex Acquisition, and (ii) the Borrower shall be deemed to remake all of the representations and warranties set forth in Article III and shall be deemed to certify that no Default or a different Type Event of Default exists (without increase in giving effect to the principal amount thereofAssurex Acquisition) shall not be considered to be immediately after funding the making Term Loans and consummation of a Loanthe Assurex Acquisition on the Effective Date.

Each Credit Event. The obligation of Each request for a Borrowing and each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or request for the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section 6.02. The obligation of each Lender to make a Loan on the preceding sentence. For occasion of any Borrowing (including the avoidance initial funding), and of doubtthe Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred. (c) Each of (i) Borrower on a stand-alone basis, and (ii) the Obligors taken as a whole, shall be Solvent and have no reason to believe that (A) it or they cannot timely repay its or their debt or other obligations in the ordinary course of business as they become due or (B) it has or they have unreasonably small capital to operate. (d) After giving pro forma effect to such Borrowing, the conversion projected Consolidated Cash Balance as of the immediately following Consolidated Cash Measurement Date shall not exceed $40,000,000 as certified by the senior Financial Officer of the Borrower. (e) The representations and warranties of the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representations and warranties are qualified by materiality, in which case, they were true and correct in all respects) on and as of the date of such Borrowing or continuation deemed Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of, and immediately after giving effect to, the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (f) The receipt by the Administrative Agent of a Borrowing as the same Request in accordance with Section 2.03 or a different Type (without increase request for a Letter of Credit in accordance with Section 2.08(b), as applicable, which Borrowing Request shall include a certification by the principal amount thereofsenior Financial Officer as to the satisfaction of the matters set forth in Section 6.02(a) shall not be considered to be the making of a Loanthrough Section 6.02(e).

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditcredit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to Indebtedness or any other Indebtedness that is included in the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Covered Debt Amount at such time. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Borrowing to reimburse an LC Disbursement made pursuant to Section 2.03(e)) and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally shall be subject to the satisfaction of the following conditions: (a1) the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material respects (or, in to the case rights or interests of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date;, except to the extent such representations and warranties expressly relate to an earlier date. (b2) at After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the aggregate Credit Exposure shall not exceed the Borrowing Base Availability then in effect. (3) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing;. (cb) either The obligation of each Lender to make a Loan on the occasion of any Borrowing deemed to have been requested by the Borrower to reimburse an LC Disbursement pursuant to Section 2.03(e) shall be subject to the satisfaction of the conditions that (i) at the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension Borrowing, no Event of creditDefault shall have occurred and be continuing, and (ii) after giving effect to such Borrowing, the aggregate Credit Exposure shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; andAvailability then in effect. (dc) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance clauses (1), (2) and (3) of doubtparagraph (a) above or in paragraph (b) above, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loancase may be.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Restatement Effective Date is additionally subject to the satisfaction of the following conditions: (ai) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuing; (ciii) no Borrowing Base Deficiency shall exist at the time of and immediately after giving effect to such Loan, and either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (iv) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); (v) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (d) solely with respect to the initial funding under this Agreement, the sum of (ivi) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than the conversion of a Eurocurrency Loan into an ABR Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, including the deemed issuance of the Existing Letters of Credit (each such event, a “Credit Event”), including, without limitation, the initial Credit Events occurring on the Effective Date, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, Credit Event (or, as to if any such representation or warranty that refers is expressly stated to have been made as of a specific date, as of such specific date;). (b) at At the time of and immediately after giving effect to such Loan Credit Event, no Default shall have occurred and be continuing. (c) If the Credit Event involves the advancement by the Lenders of new or incremental Loans or the issuance, amendment, renewal or extension of such Letter new or incremental Letters of Credit, as applicable, no Default the Administrative Agent shall have occurred and be continuing; (c) either received a certificate from a Financial Officer of the Company (i) demonstrating that the aggregate Covered Debt Amount “Fixed Charge Coverage Ratio” (after under and as defined in the Senior Subordinated Note Indenture) for the Company’s four most recently ended full fiscal quarters for which internal financial statements are available immediately preceding the date of such requested Credit Event would have been at least 2.0 to 1.0, determined on a pro forma basis giving effect to such extension Credit Event (including a pro forma application of creditthe net proceeds therefrom), as if the “Indebtedness” (under and as defined in the Senior Subordinated Note Indenture) shall not exceed represented by such Credit Event had been incurred at the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or beginning of such four-quarter period and (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating certifying that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Letters of Credit comprising such Credit Event are permitted to be incurred as “Indebtedness; and” under and as defined in the Senior Subordinated Note Indenture, and constitute “Designated Senior Debt” and “Senior Debt” thereunder. (d) solely with respect to No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, each Lender from making the initial funding under this Agreementrequested Loan or the Issuing Bank or any Lender from issuing, renewing, extending or increasing the sum of (i) the face amount of Cash held by or participating in the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall Letter of Credit requested to be equal to issued, renewed, extended or greater than $550,000,000increased. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing;, and (ii) no Protective Advance shall be outstanding (unless all or a portion of the proceeds of such Borrowing is contemporaneously used to pay any such Protective Advance in full). (c) either (i) the aggregate Covered Debt Amount (Immediately after giving effect to such any Borrowing or the issuance, amendment, renewal or extension of credit) any Letter of Credit, Availability shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater less than $550,000,000zero. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the preceding sentence. For failure to satisfy the avoidance conditions precedent set forth in paragraphs (a) or (b) of doubtthis Section, unless otherwise directed by the Required Lenders, the conversion Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or continuation extend, or cause to be issued, amended, renewed or extended, any Letter of a Borrowing as Credit for the same ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or a different Type (without increase issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the principal amount thereof) shall not be considered to be best interests of the making of a LoanLenders.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e)) and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally shall be subject to the satisfaction of the following conditions: (ai) the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material respects (or, in to the case rights or interests of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date;, except to the extent such representations and warranties expressly relate to an earlier date. (bii) at After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the aggregate Credit Exposure shall not exceed the Borrowing Base Availability then in effect. (iii) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing;. (cb) either The obligation of each Lender to make a Loan on the occasion of any Borrowing deemed to have been requested by the Borrower to reimburse an LC Disbursement pursuant to Section 2.04(e) shall be subject to the satisfaction of the conditions that (i) at the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension Borrowing, no Event of creditDefault shall have occurred and be continuing, and (ii) after giving effect to such Borrowing, the aggregate Credit Exposure shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified Availability then in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loaneffect.

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

Each Credit Event. The Subject to Section 2.24, the obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents (other than Section 4.6, but solely to the extent any inaccuracy relates only to the laws, rules, regulations and requirements of, or actions taken by, the DOE) shall be continuingtrue and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in each case before and after giving effect thereto; (c) either Reserved; (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (iid) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating the required Notice of Borrowing, or, in the case of any Letter of Credit, any other notice required pursuant to Section 2.23; (e) Reserved; and (f) to the extent any Lender is a Defaulting Lender or a Potential Defaulting Lender, at the time of such Swingline Loan or issuance of such Letter of Credit, the cost or loss to the Issuing Bank or the Swingline Lender, as the case may be, that would result therefrom is fully covered or eliminated by (i) with respect to such Letter of Credit, (x) the Covered Debt Amount (LC Exposure of such Defaulting Lender or Potential Defaulting Lender being reallocated among all other Lenders that are Non-Defaulting Lenders in proportion with their Pro Rata Share, but only to the extent that, after giving effect to such extension reallocation, the Revolving Credit Exposure of credit) shall each Non-Defaulting Lender does not exceed such Non-Defaulting Lender’s Pro Rata Share of the Borrowing Base after giving effect Aggregate Revolving Commitment Amount; and (y) to the extent that such LC Exposure of such Defaulting Lender or Potential Defaulting Lender exceeds the amount that is permitted to be reallocated pursuant to the immediately preceding clause (x), the Borrower having provided cash collateral to the Administrative Agent to hold on behalf of the Borrower, on terms and conditions reasonably satisfactory to the Issuing Bank and the Administrative Agent, in an amount equal to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and excess, (dii) solely with respect to the initial funding under this Agreementany Swingline Loan, the sum Borrower having provided cash collateral to the Administrative Agent to hold on behalf of the Borrower, on terms and conditions reasonably satisfactory to the Swingline Lender and the Administrative Agent, in an amount equal to the Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender, or (iiii) the amount Borrower making other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank or the Swingline Lender, as applicable, in their reasonable discretion to protect them against the risk of Cash held non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that none of the Borrower plus (ii) foregoing will constitute a waiver or release of any claim the Borrower’s Shareholders’ Equity shall , the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be equal to or greater than $550,000,000a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 3.2.

Each Credit Event. The obligation of an Issuing Bank to issue a Letter of Credit (or to issue any amendment of a Letter of Credit having the effect of extending the stated expiration date thereof, increasing the amount available for drawing thereunder or otherwise altering any of the material terms or conditions thereof), and the obligation of each Revolving Lender to make a Revolving Loan on the occasion of any Loan, and Borrowing that increases the amount of the Issuing Bank to issueRevolving Loans of any Revolving Lender outstanding, amend, renew or extend any Letter of Credit, is additionally shall be subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan issuance or the date of issuance, amendment, renewal or extension of such Letter of CreditBorrowing, as applicablethe case may be, orboth before and after giving effect thereto and (in the case of any Borrowing) the application of the proceeds thereof, as to any such representation or warranty that refers to a specific date, though made on and as of such specific date (except where such representations and warranties expressly relate to an earlier date;, in which case such representations and warranties shall have been true and correct as of such earlier date). (b) at At the time of and immediately after giving effect to such Loan issuance or Borrowing (as the issuance, amendment, renewal or extension of such Letter of Credit, as applicablecase may be), no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Revolving Borrowing and each issuance, amendment, renewal or extension issuance of a Letter of Credit (or any amendment of a Letter of Credit having the effect of extending the stated expiration date thereof, increasing the amount available for drawing thereunder or otherwise altering any of the material terms or conditions thereof) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender the Agent (on behalf of the Lenders) to make any LoanLoan or provide a Letter of Credit Guarantee or an F/X Guarantee (or, and after a CIBC ABL Reorganization Date, the obligation of the Issuing Bank to issue, amend, renew or extend any issue a Letter of CreditCredit or the obligation of the F/X Bank to enter into an F/X Contract) on the occasion of any Borrowing, (including on the occasions of the initial Borrowings hereunder), is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of each such Loan or Borrowing (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, ) as to any if made on such date (except where such representation or warranty that refers to a specific different date, as of such specific date); (b) at the time of and immediately after giving effect to such Loan or Borrowing (including the issuance, amendment, renewal or extension of such Letter of Credit, as applicable), no Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated received a Borrowing Base Certificate demonstrating that Request in the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed manner and within the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtednesstime period required by Section 2.3; and (d) solely with respect except as may be otherwise agreed to from time to time by the Agent and the Borrower in writing, after giving effect to the initial funding under this Agreementextension of credit requested to be made by the Borrower on such date, the sum aggregate Exposure will not exceed the lesser of (i) the amount of Cash held by the Borrower plus Commitments, or (ii) the Borrower’s Shareholders’ Equity shall be an amount equal to or greater than $550,000,000the Borrowing Base. Each Borrowing and Borrowing, including each issuance, amendment, renewal or extension of a Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the accuracy of the matters specified in the preceding sentenceparagraphs (a) and (b) above. For the avoidance of doubt, This requirement does not apply on the conversion or continuation rollover of a an existing Borrowing as provided that the same or a different Type (without increase in the principal amount thereof) shall aggregate outstanding Borrowings will not be considered to be the making of increased as a Loanconsequence thereof.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of any portion of any the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 3.1, 3.2 and 3.4 through 3.8 of the Guarantee and Security Agreement, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently recentlythe Borrower shall have delivered to the Administrative Agent or (ii) the Borrower shall have delivered delivered, together with the Borrowing Request pursuant to Section 2.03, an updated Borrowing Base Certificate using the most recent valuations available in accordance with Section 5.12 (including pursuant to Section 5.12(a)(ii)(C)) as of a date no earlier than two (2) Business Days prior to the date of the Borrowing Request and demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base (calculated based on the valuations set forth in such updated Borrowing Base Certificate), after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect Permitted Indebtedness or Indebtedness incurred pursuant to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan during the Availability Period on the occasion of any Loan, and Borrowing isand the obligation of the Issuing Bank 2016 New Lender to issuemake the 2016 New Loan during the 2016 Availability Period is, amendin each case, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Company set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject representation or warranty not qualified as to a materiality qualifiermateriality, true and correct in all material respects) on and as of the date of such Loan or Borrowing, except to the extent that any such representations and warranties expressly relate to an earlier date of issuance, amendment, renewal or extension of in which case any such Letter of Credit, as applicable, representations and warranties shall be true and correct (or, as to in the case of any such representation or warranty that refers not qualified as to a specific datemateriality, true and correct in all material respects) at and as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, Borrowing no Default shall have occurred and be continuing;continuing and, solely in the event that any amounts remain outstanding or any commitments remain in place under the Existing Credit Agreement, no “Default” or “Event of Default” shall have occurred and be continuing under the Existing Credit Agreement. (c) either The initial Borrowing under the facility (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit“Initial Borrowing”) shall be made not exceed later than 10 Business Days following the Effective Date (such date, the “Initial Borrowing Base reflected on End Date”). (d) Solely with respect to the 2016 New Loan, the Administrative Agent shall have received a duly completed and executed 2016 New Loan Borrowing Base Certificate most recently delivered Request. (e) Solely with respect to the 2016 New Loan, the Administrative Agent shall have received such documents and certificates as the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect its counsel may reasonably request relating to the initial funding under this Agreementorganization, existence and good standing of the Guarantors (such evidence of good standing to be limited to the good standing of each Guarantor in such Guarantor’s jurisdiction of organization), the sum authorization of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing Transactions and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as any other legal matters relating to the matters specified in the preceding sentence. For the avoidance of doubtGuarantors, the conversion Loan Documents or continuation of a Borrowing as the same or a different Type (without increase Transactions, all in form and substance reasonably satisfactory to the principal amount thereof) shall not be considered to be Administrative Agent, the making of a Loan2016 New Lender and their respective counsel.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of CreditEffective Date, is additionally subject to the satisfaction of the following conditions: (ai) the representations and warranties of the Borrower or any other Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto and to the use of proceeds thereof on a pro forma basis; (ciii) (I) (x) no Borrowing Base Deficiency shall exist at the time of such Loan and (y) no Borrowing Base Deficiency or Contingent Borrowing Base Deficiency shall exist immediately after giving effect to such Loan (as well as giving effect to any substantially concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans or Indebtedness), and (II) either (ix) (A) the aggregate Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base and (B) if any Contingent Secured Indebtedness is outstanding, the aggregate Covered Debt Amount (after giving effect to such Loan and including any Contingent Secured Indebtedness for purposes of this clause (B)) shall not exceed the Contingent Borrowing Base, in each case of this clause (x), reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (iiy) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating (A) that the Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base and (B) that the Covered Debt Amount (after giving effect to such Loan and including any Contingent Secured Indebtedness for purposes of this clause (B)) shall not exceed the Contingent Borrowing Base, in each case of this clause (y), after giving effect to such Loan as well as any concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans, Other Covered Indebtedness or Contingent Secured Indebtedness; (iv) after giving effect to such extension of credit as well as any concurrent acquisitions credit, the Borrower shall be in pro forma compliance with each of Investments or payment of outstanding Loans or Other Covered Indebtednessthe covenants set forth in Section 6.07; and (d) solely with respect to the initial funding under this Agreement, the sum of (iv) the amount proposed date of Cash held such extension of credit shall take place during the Availability Period. Each Borrowing Request submitted by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (ai) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable (A) in respect of Borrowings to occur on the Fifth Amendment Effective Date, no Event of Default shall have occurred and be continuing; provided that, the existence or non-existence of any Event of Default with respect to a breach of representations and warranties as of the Effective Date shall relate only to a breach of the Fifth Amendment Specified Representations, and (B) in respect of Borrowings occurring at times other than the Fifth Amendment Effective Date, no Default shall have occurred and be continuing. (ii) With respect to the Loans made and/or Letters of Credit issued on the Fifth Amendment Effective Date, the Fifth Amendment Specified Representations shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any such representation or warranty that already is qualified or modified by materiality in the text thereof) and (ii) with respect to any Borrowings made and/or Letters of Credit issued, amended, renewed or extended before or after the Fifth Amendment Effective Date, the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respectstext thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept, as in each case, to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) at the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default such representations and warranties shall have occurred continue to be true and be continuing;correct as of such specified earlier date. (cb) either The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. (a) Notwithstanding anything herein to the contrary, even though the making of representations and warranties that are not Fifth Amendment Specified Representations is not a condition to the Borrowings made on the Fifth Amendment Effective Date, the Borrower shall be deemed to have made all the representations and warranties contained in this Agreement in connection with such Borrowings, and the making of the Loans comprising such Borrowings by the Lenders shall not constitute a waiver by the Lenders of any Event of Default that occurs by reason of breach of any such representation and warranty. (h) Section 8.12 (Reserve Reports) of the Credit Agreement is hereby amended by replacing clause (a) in its entirety with the following: (a) On or before (i) February 10, 2013 and (ii) thereafter, January 10 and July 10 of each year, commencing July 10, 2013, the aggregate Covered Debt Amount (after giving effect to such extension of credit) Borrower shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered furnish to the Administrative Agent (for distribution to the Lenders) a Reserve Report evaluating the Oil and Gas Properties of the Credit Parties as of January 1 or July 1, as applicable, of such year. The Reserve Report to be delivered on or before January 10 (or such later date as provided above) of each year (and on February 10, 2013) shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report to be delivered on or before July 10 (or such later date as provided above) of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1st Reserve Report. (i) Section 8.12 (Reserve Reports) of the Credit Agreement is hereby further amended by replacing clause (c) in its entirety with the following: (j) Section 9.05 (Investments, Loans and Advances) of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (q), (ii) replacing the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that period at the Covered Debt Amount end of clause (after giving effect to such extension of creditr) shall not exceed with a semicolon and the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; word “and ”, and (diii) solely with respect adding the following new clause (s) to the initial funding under this Agreement, the sum end of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.such Section 9.05:

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower and the MLP set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as applicable (unless such representations and warranties are stated to any such representation or warranty that refers relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such specific earlier date;). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) In the aggregate Covered Debt Amount (case of any Borrowing of Revolving Loans, after giving pro forma effect to such extension Borrowing and the application of creditthe proceeds thereof (and any mandatory prepayments to be made by the Borrower under Section 2.09(d)), the aggregate amount of Unrestricted Cash on hand of the Borrower and its Restricted Subsidiaries as of the end of the third (3rd) Business Day following the date on which such Revolving Loans are funded shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently $75,000,000. (d) The Borrower shall have delivered to the Administrative Agent or a certificate of a Financial Officer certifying that, after giving pro forma effect to such Credit Event, (i) each of the Borrower and its Subsidiaries will be Solvent, and (ii) neither the Borrower shall nor any of its Subsidiaries intends, as of such date, to (A) be or become subject to a voluntary or involuntary case under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (B) make a general assignment for the benefit of creditors or (C) have delivered an updated Borrowing Base Certificate demonstrating that a custodian, conservator, receiver or similar official appointed for the Covered Debt Amount (after giving effect to such extension Borrower, any of credit) shall not exceed the Borrowing Base after giving effect to such extension its Subsidiaries or a substantial part of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity assets, in the case of each of clauses (A), (B) and (C), within six (6) Business Days after the date of such Credit Event. (e) The Administrative Agent shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Administrative Agent, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the MLP or any Restricted Subsidiary may be equal to or greater than $550,000,000a party. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the MLP on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) through (d) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 4.02.

Each Credit Event. The Except with respect to a Borrowing pursuant to the Interim Order or Final Order (as applicable) following a Carve Out Trigger Notice and up to an aggregate amount equal to the lesser of (x) the Carve-Out Reserve Amount and (y) the unused Revolving Commitments (as determined by the Orders), the obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects (orrespects, in the case of any portion of any representations and warranties already subject to a materiality qualifiereach case, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as applicable (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation or and warranty that refers to a specific date, shall be true and correct in all material respects as of such specific earlier date;). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either With respect to any Credit Extension on any day that is (i) on or after the aggregate Covered Debt Amount (after giving Effective Date and prior to the Final Order Entry Date, the Interim Order Entry Date shall have occurred and the Interim Order shall be in full force and effect to such extension of credit) and shall not exceed have been vacated or reversed, shall not be subject to any stay, and shall not have been modified or amended in a manner adverse to the Borrowing Base reflected on Lenders without the Borrowing Base Certificate most recently delivered to consent of the Administrative Agent or and the Required Lenders, and the Loan Parties and their Subsidiaries shall be in compliance with the Interim Order and (ii) 60 days or later after the Borrower Petition Date, the Final Order Entry Date shall have delivered an updated Borrowing Base Certificate demonstrating that occurred and the Covered Debt Amount (after giving Final Order shall be in full force and effect to such extension of credit) and shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments have been vacated or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreementreversed, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered subject to any stay, and shall not have been modified or amended in a manner adverse to the Lenders without the consent of the Administrative Agent and the Required Lenders, and the Loan Parties and their Subsidiaries shall be in compliance with the making of a LoanFinal Order.

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any LoanRevolving Borrowing after the 2009 Restatement Effective Date, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit after the 2009 Restatement Effective Date, is additionally subject to receipt of the request therefore in accordance herewith and to the satisfaction of the following conditions: conditions (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit (for purposes of this Section, an “issuance”) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section): (a) the preceding sentence. For representations and warranties of the avoidance Loan Parties contained in each Senior Loan Document are true and correct in all material respects on and as of doubtthe date of such Borrowing or issuance, before and after giving effect to such Borrowing or issuance and to the conversion application of the proceeds therefrom, as though made on and as of such date (except to the extent any such representation or continuation warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); (b) no event has occurred and is continuing, or would result from such Borrowing or issuance or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default and such Borrowing as or issuance would not result in a violation of the same amount of secured Indebtedness permitted under the Second Priority Debt Documents; and (c) after giving effect to such Borrowing or a different Type issuance the Borrowing Base Amount shall be equal to or greater than the sum of (without increase in i) the principal amount thereoftotal Revolving Exposures, (ii) shall not be considered to be the making of a Loantotal Other Revolving Exposures, (iii) the outstanding Tranche 1 Term Loans, (iv) the outstanding Tranche 2 Term Loans, (v) the outstanding Tranche 3 Term Loans and (vi) the outstanding Other Term Loans.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtednessat such time; and (d) solely with respect to the initial funding under this Agreement, the sum of either (i) the amount Aggregate Covered Debt Amount (after giving effect to such extension of Cash held by credit) shall not exceed the Borrower plus Aggregate Portfolio Balance reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower’s Shareholders’ Equity Borrower shall be equal have delivered an updated Borrowing Base Certificate demonstrating that the Aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Aggregate Portfolio Balance after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or greater than $550,000,000payment of outstanding Loans or Aggregate Other Covered Indebtedness or any other Indebtedness that is included in the Aggregate Covered Debt Amount at such time. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, and the willingness of each Issuing Bank to amend, renew or extend extend, any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received written notice of the applicable Borrower’s intent to borrow or request a Letter of Credit if required by Article II; (b) the representations and warranties of the Borrower Company set forth in this Agreement Article IV (other than the representation set forth in Section 4.07 and the representation set forth in the other Loan Documents last sentence of Section 4.06) shall be true and correct in all material respects (or, in except to the case of any portion of any extent such representations and warranties already subject to a materiality qualifierare qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Loan Borrowing, or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, with the same effect as to any though such representation or warranty that refers to a specific date, representations and warranties had been made on and as of such specific date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (bc) at the time of (and immediately after giving effect to to) such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to any Borrowing or Letter of Credit denominated in a Foreign Currency, at the initial funding under this Agreementtime of such Borrowing or the issuance, the sum amendment, renewal or extension of (i) such Letter of Credit, as applicable, such Foreign Currency is readily available in the amount of Cash held by required and is freely convertible into Dollars in the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000London interbank market. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Credit, as applicable shall be deemed to constitute a representation and warranty by the Company and the applicable Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. (A) The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e)) and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit), is additionally shall be subject to the satisfaction of the following conditions: (a) the The representations and warranties of Goodyear, the European J.V. and each other Borrower set forth in this Agreement and in the other Loan Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material respects (or, in to the case rights or interests of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date;, except to the extent such representations and warranties expressly relate to an earlier date. (b) At the time of and immediately after giving effect to such Borrowing no Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing. (B) The obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e) shall be subject to the satisfaction of the condition that at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Event of Default shall have occurred and be continuing;. (cC) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Goodyear, the European J.V. and each other Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubtsubsection (A) above or in subsection (B) above, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loancase may be.

Each Credit Event. The obligation of each Lender (as applicable) to make a Loan on the occasion of any LoanBorrowing, of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Credit Party set forth in this Agreement and or in the any other Loan Documents Document shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, in which, case they shall be true and correct as of such specific earlier date;, and except that for purposes of this Section 4.02(a), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.01. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either With respect to (i) any requested Borrowings, the aggregate Covered Debt Amount (after giving effect to such extension of credit) Borrower shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent have complied with Section 2.03 or Section 2.04, as applicable, and (ii) the request for the issuance, amendment, renewal or extension of any Letters of Credit, the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; andcomplied with Section 2.05(b). (d) solely The Administrative Agent shall have received a Borrowing Base Certificate and a Compliance Certificate signed by a Financial Officer of Borrower. (e) Administrative Agent shall have received the documents set forth in Section 5.13(b) with respect to each Pool Property included in the initial funding under this Agreement, calculation of the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Borrowing Base Availability. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (including any Borrowing on the Restatement Effective Date but excluding, for the avoidance of doubt, the assumption of the Escrow Term Loans on the Escrow Assumption Date), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, orto the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely Solely with respect to the initial funding under this Agreementobligations of each Revolving Lender to make a Revolving Loan on the occasion of any Borrowing and of each Issuing Bank to issue, 115 amend, renew or extend any Letter of Credit, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity Revolving Availability Date shall be equal to or greater than $550,000,000have occurred. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and, if applicable, (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuingtrue and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations shall be true and correct in all respects) as of such earlier date; (c) either since December 31, 2017 there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (iid) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension required Notice of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered IndebtednessBorrowing; and (de) solely with respect to if any Revolving Lender is a Defaulting Lender at the initial funding under this Agreement, the sum time of (i) the amount of Cash held any request by the Borrower plus (ii) of a Borrowing of a Swingline Loan or the Borrower’s Shareholders’ Equity shall issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be equal required to issue, amend or greater than $550,000,000increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance clauses (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties expressly relate to a specific date, an earlier date in which case such representations and warranties shall be true and correct as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt time of the Borrowing Request with respect to such Borrowing, the amount that the Parent Borrower reasonably and in good faith estimates will be the Cash Amount at 3:00 p.m., New York City time, on the requested date of such Borrowing (after giving effect to such extension of creditBorrowing) shall not exceed $5,000,000, and such Borrowing Request shall contain a statement to that effect and that the Parent Borrower reasonably and in good faith expects to be in compliance with Section 6.14 as of the date of such Borrowing. (d) At the time of, and after giving effect to, such Borrowing Base reflected on or the Borrowing Base Certificate most recently delivered to issuance, amendment, renewal or extension of such Letter of Credit, (i) the Administrative Agent or total Domestic Revolving Exposures shall not exceed the total amount of the Domestic Commitments, (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) total Canadian Revolving Exposures shall not exceed the total amount of the Canadian Commitments, (iii) the total Revolving Exposures shall not exceed the lesser of (A) the total amount of the Commitments and (B) the Borrowing Base after giving effect to then in effect, (iv) if during the Availability Cap Period, the total Revolving Exposures shall not exceed $45,000,000 and (v) if during a Reduced Availability Period, the total Revolving Exposures shall not exceed the Reduced Availability Amount. (e) The Administrative Agent shall have received an Officers’ Certificate (as defined in the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture) of the Parent Borrower, dated the date of such Borrowing, or the issuance, amendment, renewal or extension of credit as well as any concurrent acquisitions such Letter of Investments or payment of outstanding Loans or Other Covered Indebtedness; and Credit (ddelivered, and containing a statement that it was delivered, in good faith after reasonable investigation) solely with respect to the initial funding under this Agreementeffect that such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, does not violate the provisions of the Senior First Lien Note Indenture, the sum Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture (including a reasonably detailed summary as to the calculations necessary to determine the absence of (i) any such violation). The making of any Loan on the amount occasion of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and (e) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of a Fronting Bank to issue a Letter of Credit (or to issue any amendment of a Letter of Credit having the effect of extending the stated expiration date thereof, increasing the amount available for drawing thereunder or otherwise altering any of the material conditions thereof), and the obligation of each Lender (including each Swingline Lender) to make a Loan on the occasion of any Loan, and Borrowing that increases the amount of the Issuing Bank to issueLoans of any Lender outstanding, amend, renew or extend any Letter of Credit, is additionally shall be subject to the satisfaction of the following conditions: (a) The Administrative Agent (and, if applicable, the applicable Swingline Lender) shall have received a Borrowing Request with respect to any such Borrowing. (b) The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents (other than, with respect to any such issuance or Borrowing made after the Effective Date, the representations and warranties set forth in Sections 3.04(b), 3.06(a)(i) and 3.06(c)) shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan issuance or the date of issuance, amendment, renewal or extension of such Letter of CreditBorrowing, as applicablethe case may be, orboth before and after giving effect thereto and (in the case of any Borrowing) to the application of the proceeds thereof, as to any such representation or warranty that refers to a specific date, though made on and as of such specific date (except where such representations and warranties expressly relate to an earlier date;, in which case such representations and warranties shall have been true and correct as of such earlier date). (bc) at At the time of and immediately after giving effect to such Loan issuance or Borrowing (as the issuance, amendment, renewal or extension of such Letter of Credit, as applicablecase may be), no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the . Each Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) increases the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing Loans of any Lender outstanding and each issuance, amendment, renewal or extension issuance of a Letter of Credit (or any amendment of a Letter of Credit having the effect of extending the stated expiration thereof, increasing the amount available for drawing thereunder or otherwise altering any of the material terms or conditions thereof) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without an increase in the principal amount thereof) shall not be considered to be the making of a Loan.. 84 Second Amended and Restated Revolving Credit Agreement

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, including in each case any such extension of credit on the Restatement Effective Date is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); and (d) solely with respect to the initial funding under this Agreement, the sum of (ie) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;; DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 97 Second Amended and Restated Revolving Credit Agreement (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without an increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (including, without limitation, pursuant to Sections 2.20, 2.21 and 2.22), and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) Except as set forth in Section 2.20(c) with respect to Incremental Term Loans used to finance a Permitted Acquisition or other investment permitted hereby, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct or in all respectsrespects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation or warranty that refers representations and warranties expressly relate to a specific an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) as of such specific earlier date;. (b) Except as set forth in Section 2.20(c) with respect to Incremental Term Loans used to finance a Permitted Acquisition or other investment permitted hereby, at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either The aggregate of the Borrower’s and its Subsidiaries’ unencumbered and unrestricted cash, cash equivalents and marketable investment securities (iwhether short- or long-term) the aggregate Covered Debt Amount (shall be less than or equal to $150,000,000 immediately before and immediately after giving effect to the applicable Credit Event (as such extension of credit) shall not exceed the Borrowing Base amounts are reflected on the Borrowing Base Certificate most recently delivered consolidated balance sheet of the Borrower as of the applicable determination date); provided, that the condition set forth in this paragraph shall not apply if the applicable Credit Event is being used, in its entirety, to consummate a Permitted Acquisition; provided, further, that if the Administrative Agent or (ii) applicable Credit Event is being used, in its entirety, to consummate a Permitted Acquisition, the Borrower shall have delivered an updated certify in the related Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect Request as to purpose of such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Credit Event. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.