Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding) (excluding any Loan made pursuant to Section 2.08(e)), and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event or events, which alone or in the aggregate would reasonably be expected to have a Material Adverse Effect shall have occurred. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effectmateriality, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (cd) Solely with respect The pro forma total Revolving Credit Exposures (after giving effect to the making requested Borrowing or the issuance of the requested Letter of Credit (or any amendment, renewal or extension of any Loan hereunder, Letter of Credit that increases the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such dateLC Exposure)) shall not exceed the Excess Cash Thresholdaggregate Commitments. (de) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing (excluding any Loan made pursuant to Section 2.08(e)) and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses Section 6.02(a) through (a) and (bd).

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (b) The representations at the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except (ithat any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) except to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, in which case, on case they shall be true and correct in all material respects as of such earlier date; (c) the date Borrower shall have delivered (i) the required Notice of such Borrowing in the case of making a Loan or (ii) the date notice required under Section 2.22(b) in the case of the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.; (cd) Solely if any Lender with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties a Multicurrency Commitment is a Defaulting Lender at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt request by the Administrative Agent Borrower of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for Swingline Loan or the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26; and (e) In the case of a Loan or Letter of Credit to be denominated in the Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Multicurrency Lenders (in the case of any Loans to be denominated in the Alternative Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in the Alternative Currency) would make it impracticable for such Loan or Letter of Credit to be denominated in the Alternative Currency. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend loan its Applicable Percentage of each Borrowing and the obligation of any Letter of Credit Issuer to issue Letters of Credit on the date any Letter of Credit is to be issued is subject to the further satisfaction of the following conditions: (a) At the time timely receipt by Administrative Agent of a Request for Borrowing or Request for Letter(s) of Credit (as applicable); (b) (i) immediately before and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension issuance of such Letter Letter(s) of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.continuing and neither such Borrowing nor the issuance of such Letter(s) of Credit (as applicable) shall cause a Default or Event of Default and (ii) immediately before and after giving effect to such Borrowing, the Consolidated Cash Balance shall not be in excess of the Consolidated Cash Balance Threshold; (bc) The the representations and warranties of the Borrower and the Guarantors set forth each Credit Party contained in this Agreement and in the other Loan Documents Papers shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension issuance of such Letter Letter(s) of Credit, Credit (as applicable), except (i) to the extent any such representations and warranties are expressly limited to an earlier stated as of a certain date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, case such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.; (cd) Solely with respect the funding of such Borrowing or the issuance of such Letter(s) of Credit (as applicable) and all other Borrowings to be made and/or Letter(s) of Credit to be issued (as applicable) on the making same day under this Agreement, shall not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount); and (e) following the issuance of any Loan hereunderLetter(s) of Credit, the principal amount aggregate Letter of such Loan plus the aggregate amount Credit Exposure of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) all Banks shall not exceed the Excess Cash Thresholdlesser of (x) $10,000,000 and (y) the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount). (df) The receipt by Each Borrowing and the Administrative Agent issuance of a Borrowing Request in accordance with Section 2.03 or a request for a each Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit hereunder shall be deemed to constitute a representation and warranty by the Borrower that on the date thereof of such Borrowing or issuance of such Letter of Credit (as to applicable) the matters specified statements contained in the foregoing clauses subclauses (ab), (c), (d) and (b)e) above are true.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including any Borrowing of 2019 Delayed Draw Incremental Term Loans), and of the each Issuing Bank to issue, amendamend to increase the face amount of, renew or extend any Letter of Credit Credit, in each case other than on the Effective Date or with respect to any Incremental Facility, to the extent set forth in the related Incremental Facility Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (in each case, except (i) unless such date is the Effective Date); provided that, to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, they shall be true and correct in which case, on and all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (unless such Borrowing is on the Effective Date), such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to the making of any Loan hereunderThe Administrative Agent shall have received, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such datecase of a Borrowing, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with as required by Section 2.03 or a request for a Letter or, in the case of Credit (including an amendment, extension or renewal the issuance of a Letter of Credit) in accordance with , the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.08(b2.05(b), as applicable. Each request for Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each request for the issuance, amendmentamendment to increase the face amount of, renewal or extension of any a Letter of Credit Credit, in each case, other than on the Effective Date or with respect to any Incremental Facility, to the extent set forth in the related Incremental Facility Amendment, shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the First Amendment Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made in connection withto pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus either (i) the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier or Material Adverse Effect shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Event of Default shall have occurred and be continuing. continuing and no Default shall have occurred and be continuing for a period of more than one (b1) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectsBusiness Day. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before After giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the to any Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, (i) Availability shall not be less than zero and (ii) the Canadian Revolving Exposure shall not exceed the Canadian Sublimit. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the agreement of the Issuing Bank to issueconsider issuing, amendamending, renew renewing or extend extending any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it shall be true and correct in all respects, subject to such qualification) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.; and (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness. Each Borrowing and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties and the Non-Recourse Pledgors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuingcontinuing and no Protective Advance shall be outstanding. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) The making of such Loans or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to shall not be prohibited by, or subject the extent Administrative Agent, any such representations Lender or any Issuing Bank to, any penalty or onerous condition under any applicable law. Each Borrowing and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 4.02. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section 4.02, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of After giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except the aggregate Credit Exposures shall not exceed the lesser of (i) to the extent any such representations and warranties are expressly limited to total Revolving Commitments then in effect or (ii) other than in the case of a Protective Advance or an earlier dateOveradvance, the Borrowing Base then in which caseeffect, on and and, other than in the case of a Protective Advance or an Overadvance, the Administrative Agent shall have received a Borrowing Base Certificate as of a date not earlier than the last day of the most recent fiscal month ended at least 20 days prior to the date of such Borrowing or the date of such issuance, amendment, renewal or extension. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b), (c) and (b)d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (b) The representations at the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) to the extent any other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are expressly limited shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which casecase they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, on in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (c) the date Borrower shall have delivered the required Notice of such Borrowing; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the date of issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct set forth in all respects. (c) Solely with respect to the making of any Loan hereunderthis Section 3.2, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) Issuing Bank will not be required to be used on issue, amend or around such date, but in increase any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) in the date case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, (i) each deposit account and securities account of the Borrower and the Subsidiary Guarantors that is maintained with the Custodian as of the Effective Date and required, pursuant to the terms of the Guarantee and Security Agreement, to be subject to a Control Agreement, but which is not subject to a Control Agreement as of the Effective Date, shall be subject to a Control Agreement and (ii) the Borrower shall have delivered to the Administrative Agent a favorable written opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent, addressing customary security interest matters; provided, that all representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to the foregoing (and to permit the taking of the actions described in this Section 4.02(e) within the time periods specified herein), and, to the extent any provision of this Agreement or any other Loan Document would be violated or breached (or any non-compliance with any such provision would result in a Default or Event of Default hereunder) as a result of any such extended deadline, such provision shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to this Section 4.02(e). Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (e) In the case of a Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit to be denominated in a Foreign Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in a Foreign Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in a Foreign Currency) would make it impracticable for such Borrowing, issuance, amendment, renewal or extension of any Letter of Credit to be denominated in the relevant Foreign Currency. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and ), (b), (c), and (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) in the date case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit, at the time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

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

Each Credit Event. The obligation of each Lender to make a Revolving Loan on the occasion of any new Borrowing (exclusive of continuations and conversions of a Borrowing), of the Swingline Lender to make a Swingline Loan, and of the any Issuing Bank to issue, amendrenew, renew or extend and/or increase the amount of any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing or the date of issuance or increase of such Letter of Credit, as applicable (other than those representations and warranties that expressly relate to a specific earlier date, which shall be true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof)). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other For any General 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, amendmentrenewal, renewal extension or extension increase of such any Letter of CreditCredit made during a Collateral Trigger Period, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before thereof and immediately after giving effect thereto) minus , the principal amount of General Credit Exposure at such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) time shall not exceed the Excess Cash ThresholdCNTA Cap. (d) The receipt by For any Development Loan made on or following the Administrative Agent Initial Designation Effective Date, the Development Designation Conditions shall have been satisfied. Each Borrowing, each Swingline Loan and each issuance or increase of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b) (and, as applicable, (c) and (d)) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) in the date case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, the Administrative Agent shall have received (x) a copy of that certain Master Participation Agreement for Par/Near Par Trades, dated on or around April 10, 2023 by and among Macquarie Bank Limited and the Borrower (the “Master Participation Agreement”), duly executed by each of the parties thereto and (y) evidence reasonably satisfactory to the Administrative Agent that the purchase price (other than any portion of the purchase price to be paid with the proceeds of a Loan made on the initial making of a Loan or issuance of a Letter of Credit hereunder) under the Master Participation Agreement has been paid in full on or before the initial making of a Loan or issuance of a Letter of Credit hereunder. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, continuing and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) no Protective Advance shall continue to be true and correct in all respectsoutstanding. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before After giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the to any Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the Second Amendment Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) in the date case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, the Administrative Agent shall have received (x) a copy of that certain Master Participation Agreement for Par/Near Par Trades, dated on or around April 10, 2023 by and among Macquarie Bank Limited and the Borrower (the “Master Participation Agreement”), duly executed by each of the parties thereto and (y) evidence reasonably satisfactory to the Administrative Agent that the purchase price (other than any portion of the purchase price to be paid with the proceeds of a Loan made on the initial making of a Loan or issuance of a Letter of Credit hereunder) under the Master Participation Agreement has been paid in full on or before the initial making of a Loan or issuance of a Letter of Credit hereunder. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (other than any conversion or continuation of any Loan), and of the each Issuing Bank to issue, amendamend to increase the amount thereof, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of After giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) to the extent any such representations Aggregate Revolving Commitment and warranties are expressly limited to an earlier date, in which case, on and as of (ii) the Borrowing Base. On the date of such any Borrowing (other than any conversion or continuation of any Loan) or the date issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, Xxxxxx USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and the Aggregate Revolving Exposure (ii) to the extent that or any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such datecomponent thereof) shall not exceed the Excess Cash Threshold. maximum amount thereof (d) The receipt by or the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension maximum amount 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 such component) specified in the foregoing clauses (aSection 2.01, 2.04(a) and (bor 2.06(b).

Each Credit Event. The obligation of each Lender to make any new Loan, a Loan (including an Incremental Term Loan and other than pursuant to a Mandatory Borrowing) and of the each Issuing Bank to issue, amendamend (other than in a manner that does not change the maximum stated amount of such Letter of Credit), renew or renew, extend any Letter of Credit Credit, the effectiveness of any Commitment Increase pursuant to Section 2.19, the effectiveness of any Incremental Facilities pursuant to Section 2.20 and the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, is subject to the satisfaction (or waiver in accordance with Section 9.2) of the following conditions: (a) At Solely in the time case of and immediately after giving effect to such Borrowing or a Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default Administrative Agent shall have occurred and be continuingreceived a Borrowing Request in accordance with Section 2.3. (b) The All representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of the making of such Borrowing Loan, such issuance, amendment renewal or extension of such Letter of Credit, or the effectiveness of such Commitment Increase, Incremental Facility or extension, as applicable, except that (i) to the extent that any such representation or warranty is stated to relate solely to an earlier date, it shall be true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects. (c) At the time of and immediately after giving effect to the making of such Loan, such issuance, amendment, renewal or extension of such Letter of Credit, or the effectiveness of such Commitment Increase, Incremental Facility or extension, as applicable, except (i) to no Default or Event of Default shall have occurred and be continuing. The making of each Loan, the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension amendment (other than an amendment that does not change the maximum stated amount of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any each Letter of Credit and the effectiveness of each Commitment Increase, Incremental Facility or extension of the Maturity Date shall be deemed to constitute a representation and warranty by each Borrower that the conditions specified in paragraphs (b) and (c) of this Section 4.2 have been satisfied as of the date thereof; provided that, notwithstanding anything to the contrary in this Section 4.2, in connection solely with the Incremental Facilities, if the proceeds of such Incremental Facilities are being used to finance an acquisition not restricted by this agreement and the consummation of which is not conditioned on the availability of, or on obtaining, third party financing and the applicable Incremental Lenders so agree, the reference in Section 4.2(b) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would customarily be deemed to be “specified” representations and warranties under customary “Sungard” provisions (including those with respect to the target contained in the applicable acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the applicable Borrower or relevant Affiliates thereof not to consummate the transactions contemplated thereby) (it being understood that representations corresponding to the “Specified Representations” and “Acquisition Agreement Representations” (each as defined in the Bridge Credit Agreement (as in effect on the date thereof as to hereof)) shall satisfy the matters specified requirement in the foregoing clauses (a) and (b)this proviso.

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (including the initial funding, but excluding a Revolving Credit Borrowing to refund, continue or convert any outstanding Revolving Credit Borrowing or interest elections made in connection with the Term Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Loan (Letter of Credit, as certified by Borrower in applicable, would not conflict with, or cause any Lender or the Borrowing Notice) Issuing Bank to be used on violate or around such dateexceed, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Thresholdapplicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Revolving Credit Borrowing Request in accordance with Section 2.03 or 2.03, a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b)2.07(b) or a Term Loan Rate Request in accordance with Section 4.04, as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses Section 7.02(a) through (a) and (bc).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (other than any continuation of any Eurocurrency Loan or the conversion of a Loan to a Eurocurrency Loan), and of the Issuing Bank Lenders and FCI Issuing Lenders to issue, amend, renew or extend any Letter of Credit or any FCI, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At Subject to the last paragraph of Section 2.1(b), the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit or FCI, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct 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; (b) Subject to the last paragraph of Section 2.1(b), at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit or FCI, as applicable, no Default or Event of Default shall have occurred and be continuing. (bc) The representations In the case of any initial extension of credit made under the Global Revolving Facility or the Foreign Trade Facility to a Foreign Subsidiary Borrower, the Administrative Agent shall have received a Foreign Subsidiary Opinion and warranties such other documents and information with respect to such Foreign Subsidiary Borrower as the Administrative Agent may reasonably request. (d) In the case of a credit extension hereunder to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Borrower and Administrative Agent, the Guarantors set forth in this Agreement and Foreign Trade Facility Agent, the Required Lenders (in the other Loan Documents shall case of any Loans to be true and correct denominated in all material respects on and as an Alternative Currency), any Issuing Lender (in the case of any Letter of Credit to be denominated in an Alternative Currency), any Bilateral FCI Issuing Lender (in the date case of such Borrowing any issuance of Bilateral FCIs), the Participation FCI Issuing Lenders (in the case of any issuance of Participation FCIs), or the date Lenders with Participation FCI Commitments (in the case of any issuance of Participation FCIs) would make it impracticable for such credit extensions to be denominated in the relevant Alternative Currency. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit FCI shall be deemed to constitute a representation and warranty by the Parent Borrower and the relevant Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit in each case during the Availability Period, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuingcontinuing and (ii) the Revolving Credit Exposure shall not exceed Availability. (b) The representations and warranties of the Borrower and the Guarantors each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) to the extent that any such representation and or warranty that is expressly qualified by materiality “material” or by reference to “Material Adverse Effect” references therein, such representation and or warranty (as so qualified) shall continue to be true and correct in all respectsrespects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of shall have received a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a and related Letter of Credit) Credit Agreement in accordance with Section 2.08(b2.07(b), as applicable. (d) No Material Adverse Change shall have occurred since the date of the financial statements most recently delivered pursuant to Section 8.01(a) or (b), as the case may be. (e) The Borrower shall be in pro forma compliance with the financial covenants set forth in Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent after giving effect to such Borrowing) applicable to the Rolling Period ending on the last day of the fiscal quarter in which such Borrowing is to be made, as evidenced by a certificate executed by a Responsible Officer attaching the supporting detail for such calculations. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit and each acceptance of the foregoing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and Section 6.02(a), (b), and (d).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and any agreement of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) After the Effective Date, the representations and warranties of Borrower set forth in the Loan Documents (except, the representations and warranties set forth in Section 3.05 and in the last sentence of Section 3.07) shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or Material Adverse Effect, which representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties relate specifically to another date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations At the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except : (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as Outstanding Credit shall not exceed the aggregate amount of the date Commitments; and (ii) the Swingline Exposures shall not exceed the commitment of such the Swingline Lender to make Swingline Loans. Each Borrowing or the date of and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of each of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions, in each case, subject to the Incremental Funds Certain Provision, as applicable: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (b) The representations at the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) to the extent any other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are expressly limited shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which casecase they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, on in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (c) the date Borrower shall have delivered the required Notice of such Borrowing; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the date of issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier dateset forth in this Section 3.2, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) neither of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) Issuing Banks will be required to be used on issue, amend, renew or around such date, but in increase any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew review or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions:conditions (subject to the provisions of Section 1.07 in the case of any New Loans for use in a Limited Condition Transaction): (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that (i) to for purposes of this Section, the extent any such representations and warranties are expressly limited contained in Section 3.04(a) shall be deemed to an earlier daterefer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in which casethe case of unaudited financial statements furnished pursuant to clause (b), on to year-end audit adjustments and as the absence of the date footnotes), respectively, of such Borrowing or the date of issuanceSection 5.01, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation representations and warranty is expressly warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or by reference to Material Adverse Effectin the text thereof, such representation and warranty (as so qualified) they shall continue to be true and correct in all respects. (cb) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at At the time of the making of such Loan (before and immediately after giving effect thereto) minus the principal amount of to such Loan (as certified by Borrower in the Borrowing Notice) to be used on Borrowing, or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit Credit, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request and such other documentation and assurances as shall be reasonably required by it in connection therewith. (d) The Issuing Bank shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. Each Borrowing or issuance, amendment, renewal or extension of a Letter of Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in the foregoing clauses paragraphs (a) and (b)) of this Section 4.02 have been satisfied as of the date thereof.

Each Credit Event. The effectiveness of this Agreement or the obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of an earlier date, which representation shall remain true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) After giving effect to any Borrowing or the issuance of any Letter of Credit, Aggregate Availability is not less than zero. (d) The representations Indebtedness hereunder, including any Loan made or Letter of Credit issued on such date (and warranties all reimbursement and other obligations in respect thereof), is permitted Indebtedness under each of the Borrower 2009 Indenture and the Guarantors set forth in 0000 Xxxxxxxxx. (e) If the aggregate amount of Loans and Letters of Credit outstanding under this Agreement shall exceed $250,000,000 at the time of and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any Administrative Agent shall have received a certificate together with such representations and warranties are expressly limited to an earlier dateBorrowing Request or Letter of Credit Request, in which case, on and as each case signed by a Financial Officer of the date Borrower Representative (together with such support therefor as the Administrative Agent may reasonably request), certifying that, at the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality Borrowing or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit is permitted under the 2009 Indenture and the 2010 Indenture. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize a Disbursement Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit (or amend, renew or extend any Letter of Credit) for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued (or amending, renewing or extending) any such Letter of Credit is in the best interests of the Lenders.

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date issuance of any Letter of Credit, the aggregate Credit Exposures shall not exceed the lesser of (x) the aggregate Revolving Commitments or (y) (other than in the case of a Protective Advance or an Overadvance) the Borrowing Base. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank each Lender to issueparticipate in any issuance, amendamendment, renew renewal or extend any extension of a Letter of Credit (including not giving a Notice of Non-Extension) is a “Credit Event” and is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of such issuance, amend, renewal or extension (or the last day on which the Issuing Bank could deliver a Notice of Non-Extension in respect of any Evergreen Letter of Credit), as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the such issuance, amendmentamend, renewal or extension (or the last day on which the Issuing Bank could deliver a Notice of such Non Extension in respect of any Evergreen Letter of Credit), as applicable, no Default shall have occurred and be continuing. (bc) The representations Administrative Agent shall have received such other documentation and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents assurances as shall be true reasonably required by it in connection therewith. Each Borrowing and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section. The Issuing Bank has no obligation under this Credit Agreement to issue, amend, renew or extend any Letter of Credit to the Borrower.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) The Each of the representations and warranties of the Borrower and the Guarantors Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at At the time of and immediately after giving effect to such Borrowing or the making issuance, amendment, renewal or extension of such Loan (before giving effect thereto) minus Letter of Credit, as applicable, the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) and its Restricted Subsidiaries shall not exceed have Excess Cash in an amount greater than the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses Section 6.02(a), (ab) and (bc).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, on the applicable Credit Date (other than the Restatement Date), is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.; (b) The representations at the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) to the extent any other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are expressly limited to an earlier date, shall be true and correct in which caseall respects, on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable, in each case before and after giving effect thereto) except to the extent that such representations and warranties shall continue specifically refer to be true and correct as of such specified an earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) in which case they shall continue to be true and correct in all respects.material respects as of such earlier date; (c) Solely with respect to the making Borrower shall have delivered the required Notice of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold.Borrowing; (d) The receipt if a request is made by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request Borrower for a Letter of Credit (including an amendment, extension or renewal the issuance of a Letter of Credit) , the Administrative Agent shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in accordance with Section 2.08(b)form and substance reasonably satisfactory to the Administrative Agent or Required Lenders; provided that any such additional documents, certificates or information may be required only if the circumstances reasonably support such request by the Administrative Agent or Required Lenders, as applicable. Each ; and (e) if any Revolving Lender is a Defaulting Lender at the time of any request for by the Borrower of a Borrowing and each request for of a Swingline Loan or the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section 3.2.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any new 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 Credit, shall be subject to the satisfaction of the following conditions: (a1) The representations and warranties of the Borrower set forth in this Agreement (including the representation in Section 3.03(a)(iii)) and of each Credit Party in the other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material to the rights or interests of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (2) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the aggregate Credit Exposure shall not exceed the Borrowing Base Availability then in effect. (3) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default 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. (b) The representations and warranties 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 Borrower conditions that (i) at the time of and immediately after giving effect to such Borrowing, no Event of Default shall have occurred and be continuing, and (ii) after giving effect to such Borrowing, the Guarantors set forth aggregate Credit Exposure shall not exceed the Borrowing Base Availability then in this Agreement effect. (c) Each Borrowing and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (1), (2) and (3) of paragraph (a) and above or in paragraph (b)) above, as the case may be.

Each Credit Event. The obligation of each the Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 a result of the fact that such representation or warranty is untrue or incorrect. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and the Administrative Agent or the Required Lenders shall have determined not to make such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date issuance of any Letter of Credit, Availability is not less than zero. (d) To the extent not previously delivered in connection with an outstanding Loan, delivery of the documents specified in (c), (d), (g), and (h) of Section 5.01 for the most recent fiscal month preceding the Borrowing. (e) Delivery of a Borrowing Base Certificate for the most recent fiscal month preceding the Borrowing. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Loan Parties on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, and Borrowing or of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (each such obligation, a “Credit Event”), is subject to the satisfaction of the following conditions: (a) At the time of and immediately after After giving effect to the funding of such Borrowing Loan (or the issuance, amendment, renewal or extension of such Letter of Credit), as applicable, there shall exist no Default shall have occurred and be continuingor Event of Default under the Loan Documents. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and Loan Parties in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent other than any such representations representation and warranties are expressly limited warranty that by its terms refers to an a specified earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal Loan or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectsmaterial respects as of such specified earlier date). (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, renewal or extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such dateLetter of Credit) shall not exceed the Excess Cash Thresholdviolate any Governmental Requirement and shall not be enjoined, temporarily, preliminarily or permanently. (di) During the Interim Period, the Interim Order shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Majority Lenders or (ii) for any Credit Event occurring on or after the Final Order Entry Deadline, the Final Order, shall have been entered by the Bankruptcy Court and shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Majority Lenders. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a such Borrowing and each request or for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses Sections 6.02(a) through (a) and (bd).

Each Credit Event. The obligation of each Lender to make any new Loana Loan (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors Credit Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and in all material respects (ii) except to the extent that any such representation and or warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) in which case it shall continue to be true and correct in all respects) as of such specified earlier date. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 2.04 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b2.09(b), as applicable. (d) At the time of and immediately after giving effect to any Borrowing of Revolving Loans or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower together with the other Credit Parties shall not have any cash or cash equivalents (other than Excluded Cash) in excess of $35,000,000 in the aggregate. (e) Immediately after giving effect to any such Revolving Loan or the issuance, amendment, renewal or extension of such Letter of Credit, the aggregate Revolving Credit Exposure shall not exceed $160,000,000 without the written consent of each Lender in its sole discretion. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (aSection 6.02(a) and (b) and Sections 6.02(d) and (e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (including the initial funding but excluding any conversion or continuation of a Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (but excluding any Existing Letter of Credit that is deemed to be issued pursuant to Section 2.08(b)), is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuingcontinuing and the total Revolving Credit Exposures shall not exceed the Total Revolving Commitments and the Total Term Loan Exposures shall not exceed the Total Term Commitments. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent (i) to the extent that any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, in which case such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Loan (Letter of Credit, as certified by Borrower in applicable, would not conflict with, or cause any Lender or the Borrowing Notice) Issuing Bank to be used on violate or around such dateexceed, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Thresholdapplicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (e) At the time of and immediately after giving effect to such Borrowing of Revolving Loans or to the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash shall exist. For the avoidance of doubt, this Section 6.02(e) shall not apply to any Term Borrowing, except to the extent set forth in the applicable Term Loan Amendment. (f) In the case of a Term Borrowing, all of the conditions precedent to such Term Borrowing set forth in Section 2.09 and the applicable Term Loan Amendment have been satisfied. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (aSection 6.02(a), Section 6.02(b), Section 6.02(e) and (bSection 6.02(f).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty which is expressly made as of an earlier date, which representation and warranty shall have been true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations In the case of any Revolving Borrowing, at the time of and warranties immediately after giving effect to such Borrowing, (i) the aggregate principal amount of Revolving Acquisition Loans outstanding shall not exceed $80,000,000 (or, on and after the Transition Date, $50,000,000), (ii) the aggregate principal amount of Revolving Working Capital Loans outstanding shall not exceed $20,000,000 (or, on and after the Transition Date, $25,000,000) and (iii) if such Borrowing is being made on or after the Transition Date, the Borrower shall be in compliance with its obligation to deliver Borrowing Base Certificates hereunder and the Guarantors set forth total Revolving Exposures shall not exceed the Borrowing Base then in this Agreement effect. Each Borrowing, each issuance of a Letter of Credit and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, each amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension that increases the stated amount or renewal extends the expiry date of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) in the date case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; and (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus either (i) the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transactions) shall not exceed the Excess Cash ThresholdBorrowing 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 or any other Indebtedness that is included in the Covered Debt Amount at such time; and. (d) The receipt solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicablegreater than $550,000,000. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (awithout increase in the principal amount thereof) and (b)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 new LoanRevolving Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions:conditions (except as otherwise set forth in Section 2.18 and, with respect to clauses (b) and (c) below, subject to Section 1.08 in connection with any Limited Condition Acquisition to be funded with the proceeds of a FILO Tranche): (a) The Administrative Agent shall have received, in the case of a Revolving Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.24(b), or, in the case of a Swingline Borrowing, the applicable Swingline Lender and the Administrative Agent shall have received a Swingline Borrowing request as required by Section 2.23(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (bd) The representations and warranties On the proposed date of such Borrowing, Excess Availability under the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents Facility for which a Borrowing Request or notice of request for Letter of Credit issuance has been delivered shall be true and correct in all material respects on and as of adequate to cover the date amount of such Borrowing or issuance. (e) If at the date time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Credit (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit) in accordance with Section 2.08(b), as applicable, Specified Excess Availability is less than the greater of (a) 10% of the Total Maximum Borrowing Amount and (b) $3072,000,000, then the Fixed Charge Coverage Ratio of the Borrower shall be no lower than 1.00 to 1.00 on a Pro Forma Basis. (f) Prior to any such Borrowing, solely to the extent not previously delivered pursuant to Section 5.01(i), the Borrower shall have delivered to the Administrative Agent a Monthly Borrowing Base Certificate for the most recent fiscal month ended at least twenty (20) calendar days prior to the date of such Borrowing. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (ab) and (bc).

Each Credit Event. The obligation On or after the Effective Date, the obligations of each Lender the Lenders to make Loans on the occasion of any new LoanBorrowing (except for (i) any conversion or continuation of a Borrowing and (ii) the Borrowings under any Incremental Facility in the form of a FILO Tranche Incremental Revolving Commitment, which may be limited to the extent otherwise provided in the applicable Incremental Facility Amendment in accordance with Section 2.21(c)), and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents (other than, with respect to any extension of credit after the 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 representations and warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date, and except that for purposes of this Section 4.02, the representation and warranty contained in Section 3.04(a) shall be deemed to refer to the most recent financial statements delivered pursuant to Section 5.01(a) and (b). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of After giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except the Aggregate Revolving Exposure shall not exceed the Line Cap. (id) The Borrower shall have delivered to the extent any such representations Administrative Agent a request for Borrowing that complies with the requirements set forth in Section 2.03 or Section 2.04, as applicable. (e) Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02), and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section 4.02.

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

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred. (c) The representations and warranties of the Borrower and the Guarantors Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (cd) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash ThresholdDocument. (de) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses Section 6.02(a) through (a) and (bd).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and in all material respects (ii) except to the extent that any such representation representations and warranty is expressly qualified warranties are limited by materiality or by reference to Material Adverse Effectmateriality, such representation and warranty (as so qualified) in which case, they shall continue to be true and correct in all respects) as of such specified earlier date. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (d) At the time of and immediately after giving effect to such Borrowing and the use of proceeds thereof on the date of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Consolidated Cash Balance shall not exceed the Consolidated Cash Balance Threshold. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) Section 6.02(a), Section 6.02(b), and (bSection 6.02(d).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement and contained in each of the other Loan Documents shall be true and correct in all material respects (or, with respect to any representation and warranty qualified by materiality, Material Adverse Effect or similar language, in all respects (after giving effect to any qualification therein)) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any representation and warranty qualified by materiality, Material Adverse Effect or similar language, in all respects (after giving effect to any qualification therein)) as of such earlier date, and except that (i) for purposes of this Section 4.2, the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent annual and quarterly financial statements furnished pursuant to Sections 5.1(a) and (b), respectively and (ii) the representations and warranties contained in Sections 3.4(b) and 3.6 need only be true and correct and shall only be made as of the date of this Agreement. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) In the case 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 a Borrowing or the date a Letter of Credit to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower (or with respect to a Letter of Credit Application, any applicable Subsidiary) on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. In connection with the foregoing establishment of, and initial draw under, an Incremental Increase on the Incremental Effective Date with respect thereto, clauses (a) and (b) above shall be superseded by the provisions of Section 2.20(e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) except, in each case, to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (d) At the time of and immediately after giving effect to such Borrowing or the issuance of such Letter of Credit, as applicable (giving effect to the anticipated use of proceeds thereof), the pro forma Consolidated Cash Balance as of the end of the Business Day following the day on which such Borrowing will be funded shall not exceed the Consolidated Cash Balance Threshold. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (bSection 6.02(a).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing.; (bc) [Reserved]; (d) The representations and warranties of the Borrower and the Guarantors Loan Parties set forth in this Agreement and in the other Loan Documents Documents, including regarding the absence of any event, development or circumstance giving rise to a Material Adverse Effect and no litigation as set forth in Sections 7.04(b) and 7.05, respectively, shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) except, in each case, to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date. Notwithstanding the foregoing, and (iinotwithstanding Section 6.01(s) as it relates to the extent that representations and warranties under the 2013 Credit Agreement, the only representations the accuracy of which shall be a condition to the availability of Loans under this Agreement on the Effective Date shall be the Catarina Property PSA Representations and the Specified Representations. The failure of any such representation and or warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making Borrower or any of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents its Subsidiaries (other than Excluded Cashthe Catarina Property PSA Representations or the Specified Representations) to be accurate on the Effective Date will not constitute the failure of a condition precedent to the funding of the Credit Parties at initial Loan under this Agreement but will instead constitute a Default which may be cured within a period of 10 days after the time Effective Date and which will not in and of the itself constitute a failure of a condition precedent to funding; (e) The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold.Document; and (df) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses Section 6.02(a) through (a) and (bf).

Each Credit Event. The obligation of each Lender to make a Loan (but excluding Loans, the proceeds of which are to reimburse the Administrative Agent for Agent Advances) on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (b) The at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of the Borrower and the Guarantors Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in which case, on each case before and as of after giving effect thereto; (c) since the date of the financial statements of the Company described in Section 4.5, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Administrative Borrower shall have delivered the required Notice of Borrowing, if applicable; (e) Excess Availability at the time of any request for a Borrowing or issuance, of a Letter of Credit hereunder is greater than or equal to the amount of such requested Loan or Letter of Credit; and (f) the Administrative Agent shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations the Issuing Bank will not be required to issue any Letter of Credit or to extend, renew or amend any outstanding Letter of Credit and warranties shall continue the Swingline Lender will not be required to be true and correct make any Swingline Loan, unless the Issuing Bank or the Swingline Lender, as the case may be, is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrowers Cash Collateralizing the obligations of the Borrowers in respect of such specified earlier date, and (ii) Letter of Credit or Swingline Loan in an amount at least equal to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents the obligations (other than Excluded Cashcontingent or otherwise) of the Credit Parties at the time of the making such Defaulting Lender in respect of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an or Swingline Loan, or makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that no such Cash Collateralization will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (other than any Incremental Loan, which shall be governed by Section 2.21) and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, in each case, after the Effective Date, is subject to the satisfaction or waiver by the Required Lenders of the following conditions: (a) In the case of a Letter of Credit or a Loan, the Administrative Agent and the relevant Issuing Bank, as applicable, shall have received a Borrowing Request or a Letter of Credit Request, as applicable, in accordance with Article II hereto, duly executed by an 70 Cleco Corporate Holdings LLC Credit Agreement Authorized Officer of the Borrower, requesting the funding of the Loans or the issuance, amendment, renewal or extension of the Letter of Credit, as applicable. (b) All representations and warranties made by the Borrower in any Financing Document (other than the representations and warranties set forth in Section 3.06, the last sentence of Section 3.08, Section 3.13(c) and Section 3.13(e) hereof) shall be true and correct in all material respects (and to the extent that any such representation and warranty is otherwise qualified by materiality or material adverse effect, such representation and warranty shall be true and correct in all respects), with all representations and warranties that are made as of a specified date being true and correct in all material respects (and to the extent that any such representation and warranty is otherwise qualified by materiality or material adverse effect, such representation and warranty shall be true and correct in all respects) as of such specified date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and , or would occur as of the date a result of such Borrowing or the date such Letter of Credit. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with under this Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit 4.02 shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (ab) and (b)c) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; 72 Revolving Credit Agreement (b) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.; and (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness. Each Borrowing and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make any new Loan (including on the Second Amendment Effective Date, the Initial Term Loan), and of the each 767537780768227557 Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.continuing or would result therefrom; and (bc) The representations either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and warranties any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments by the Obligors or payment of outstanding Indebtedness that is included in the Covered Debt Amount at such time; provided that, in connection with the first extension of credit on or after the Effective Date, the Borrower shall have delivered to the Administrative Agent, in connection with its request for such extension of credit, a Borrowing Base Certificate in form and substance satisfactory to the Administrative Agent showing a calculation of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and Borrowing Base as of the date of such request date.and any Concurrent Transaction. Each Borrowing (but not a continuation or the date of conversion thereof) and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanNew Borrowing (and with respect to subsection (2) below, any LIBO Rate Borrowing), and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b1) 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 (and in the event any exception or disclosure schedule provided to Administrative Agent in connection with such representations and warranties is proposed by Borrower to be updated, any such updates shall be non-material and shall be approved by the Administrative Agent in its good faith judgment) on and as of the date of such New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (2) At the time of the Borrower’s request for, and immediately after giving effect to, a New Borrowing or any LIBO Rate Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except no Potential Default or Event of Default shall have occurred and be continuing; and (i3) to At the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as time of the date of such each New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations a Responsible Officer shall certify that (i) no Potential Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, continuing and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before after giving effect thereto) minus the principal amount of to such Loan (as certified by Borrower in the New Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, the Borrower Parties remain in compliance with the covenants set forth in Article 8 after giving effect to such New Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, including supporting documentation reasonably satisfactory to the Administrative Agent. (4) Each New Borrowing and each issuance, amendment, renewal or extension 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 foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The Borrower shall have submitted a Borrowing Request in accordance with Section 2.05 or a request for the issuance of a Letter of Credit in accordance with Section 2.07, as applicable. (b) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Material Adverse Effect shall have occurred and be continuing. (bd) The representations At the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except the Consolidated Cash Balance shall not exceed the Consolidated Cash Balance Limit; provided, that uses of the cash proceeds of such Borrowings certified by a Responsible Officer of the Borrower to be applied within five (i5) Business Days of such Borrowing shall not be included in the Consolidated Cash Balance for the purpose of satisfying this condition in Section 5.02(d); provided, further, that to the extent any such representations cash proceeds are not actually applied as certified within such five (5) Business Day period, the Administrative Agent may deduct the amount of such Borrowing in violation of the condition in Section 5.02(d) from one or more Cash Collateral Accounts of the Credit Parties. (e) The Interim DIP Order and warranties are expressly limited the Final Order, as applicable, shall be in full force and not subject to an earlier date, a stay. (f) The Borrower shall not be in which case, default of the Sale Milestone. (g) The Lenders shall have received all fees and other amounts due and payable on and as of or prior to the date of such Borrowing or Borrowing, and, to the extent invoiced at least four (4) Business Days prior to the date of such Borrowing, reimbursement or payment of all out-of-pocket reasonable and documented expenses required to be reimbursed or paid by the Borrower hereunder, including all fees, expenses and disbursements of counsel for each Lender to the extent invoiced at least four (4) Business Days prior to the date of such Borrowing. (h) With respect to any Borrowing on or after entry of the Final DIP Order in accordance with the terms of this Agreement, the Lenders shall have received a supplement to the Budget consisting of financial projections of the Borrower and its Consolidated Subsidiaries for the 2019 fiscal year consisting of monthly projections for the thirteenth through eighteenth months after the Effective Date. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and paragraphs (b), (c), (d), (e), (f), (g) and, if applicable, (h) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit a Loan is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default or Event of Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) to the extent that any such representation and warranty is expressly qualified by materiality materiality, material adverse effect or by reference to Material Adverse Effectsimilar qualification, in which case such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect The making of each Loan would not cause any Lender to violate or exceed any applicable Governmental Requirement and no Change in Law shall have occurred which does, in either case, enjoin, prohibit or restrain the making or repayment of any Loan hereunderor the consummation of the transactions contemplated by this Agreement or any other Loan Document. (d) After giving pro forma effect to such Loan, the principal amount of such Borrower shall be in compliance with Section 9.01. (e) For each Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cashthe Initial Term Loans, the Consolidated Cash Balance and the pro forma Consolidated Cash Balance after giving effect to (i) such Loans, and (ii) the use of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed proceeds thereof within five (5) Business Days after of the date such date) Loan is made, which use of proceeds shall be permitted hereunder and certified to in the applicable Borrowing Request, in each case, shall not exceed the Excess Cash Threshold$30,000,000. (df) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b‎Section 2.03(b), as applicable. Each request for a Borrowing and in each request for instance the issuancecertificate referenced in Section 6.02(g) below. (g) After the Effective Date, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower shall have delivered a certificate to the Administrative Agent representing and warranting on the date thereof as to the matters specified in the foregoing clauses Section 6.02(a), (ab), (d) and (be) (and attached to such certificate are reasonably detailed calculations demonstrating compliance with Section 9.01).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (other than a conversion or continuation of an existing Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and the representations and warranties of the Guarantors set forth in the other Loan Documents Guaranty 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, applicable except (i) to the extent any such representations and warranties are expressly limited relating to an earlier date, in which case, on case they shall be true and correct in all material respects as of such earlier date. (b) At the date time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before After giving effect thereto) minus the principal amount of to such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the total Revolving Credit Exposures shall not exceed the total Commitments. (d) On the Initial Funding Date, evidence satisfactory to the Administrative Agent that the Spin-Off has been consummated. (e) On the Initial Funding Date, the Administrative Agent (or its counsel) shall have received from the Guarantors (i) a counterpart of the Guaranty signed by the Guarantors or written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of the Guaranty from the Guarantors) that such party has signed a counterpart of the Guaranty, (ii) evidence satisfactory to the Administrative Agent that Brink’s Home Security, Inc. has been released from any and all liability, as guarantor, pledgor, grantor or otherwise, under that certain Credit Agreement dated as of August 11, 2006, among The Brink’s Company, certain subsidiary borrowers and guarantors referred to therein, the lenders party thereto, and Wachovia Bank, National Association, as administrative agent, in form and substance satisfactory to the Administrative Agent, and (iii) a written opinion (addressed to the Administrative Agent and the Lenders and dated as of the Initial Funding Date) of Fulbright & Jxxxxxxx L.L.P., counsel for Brink’s Home Security, Inc., in form and substance satisfactory to the Administrative Agent, and covering such matters relating to the Guaranty signed by Brink’s Home Security, Inc. as the Administrative Agent shall reasonably request. Each Borrowing (other than a conversion or continuation of an existing Loan) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the First Amendment Effective Date, the Initial Term Loans and, on the Third Amendment Effective Date, the Third Amendment Effective Date Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (other than a Protective Advance, but, for the avoidance of doubt, including each Loan made as part of any Refinancing Borrowing), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties relate to an earlier date, in which case they shall have been true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations At the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other immediately after giving effect to such 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 the total Revolving Credit Exposures shall not exceed the Line Cap. (id) If at the time of or immediately after giving effect to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties (i) (A) the Revolving Credit Exposure (not including any LC Exposure) shall continue to be true and correct as of such specified earlier dateexceed $50,000,000 or (B) the LC Exposure shall exceed $300,000,000, and (ii) no Borrowing Base Certificate shall have been delivered to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of for the most recent fiscal month for which a Borrowing Request in accordance with Base Certificate would have been required to be delivered under clause (B) of Section 2.03 5.01(g)(i) if such clause had been applicable at all prior times, the Administrative Agent shall have received, not later than five Business Days prior to such Borrowing or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, a completed Borrowing Base Certificate, calculating, certifying and setting forth the Borrowing Base and Availability and supporting information in connection therewith as of the close of business on the last day of such preceding fiscal month. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the relevant Borrower or the relevant Account Party, as applicable, on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b), (c) and (b)d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, continuing and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) no Protective Advance shall continue to be true and correct in all respectsoutstanding. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before After giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the to any Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b).) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders. Table of Contents

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) at the date time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true continuing; and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. 107 Revolving Credit Agreement (c) Solely with respect to either (i) the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold. (d) The receipt by Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of a credit and any Concurrent Transaction) shall not exceed the Borrowing Request in accordance with Section 2.03 or a request for a Letter Base after giving effect to such extension of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicablecredit and any Concurrent Transaction. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except any such representation or warranty that expressly relates to or is made expressly as of a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) with respect to or as of such specific earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties In the case of a Loan or Letter of Credit to be denominated in a Foreign Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Borrower and Administrative Agent, the Guarantors set forth in this Agreement and Required Lenders (in the other Loan Documents shall case of any Loans to be true and correct denominated in all material respects on and as of the date of such Borrowing a Foreign Currency) or the date Issuing Bank (in the case of any Letter of Credit to be denominated in a Foreign Currency) would make it impracticable for such Loan or Letter of Credit, as applicable, to be denominated in such Foreign Currency. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Company on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, including any such extension of credit on the Effective Date is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.; (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the Borrower and the Guarantors covenants set forth in this Sections 6.07(a), (b), (d) and (e); (e) the Custodian Agreement shall have been duly executed and in delivered by the other Loan Documents shall be true Borrower, the Collateral Agent and correct in all material respects on and as of the Custodian; and (f) the proposed date of such extension of credit shall take place during the Availability Period. Each Borrowing or the date of and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (except to the extent qualified by materiality, material adverse effect or words or phrases of similar import, in which case such representations and warranties so qualified shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations or warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of Borrower shall have provided to the Borrower and Administrative Agent a replacement Disbursement Instruction Agreement, to the Guarantors set forth extent that a Borrowing is to be disbursed in this Agreement and any manner other than as described in the other Loan Documents shall be true Disbursement Instruction Agreement then in effect. ​ ​ Each Borrowing and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b).) of this Section. ​

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

Each Credit Event. The obligation obligations of (a) each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the (b) each Issuing Bank to issue, amend, renew renew, reinstate or extend any Letter of Credit is (it being understood that the conversion into or continuation of a Eurodollar Loan or, solely with respect to Section 4.02(a), the amendment, renewal, reinstatement or extension of a Letter of Credit does not constitute a Borrowing or the issuance of a Letter of Credit), are subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance of such Letter of Credit, as applicable, except that such representations and warranties (A) that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date and (B) shall be true and correct in all respects to the extent they are qualified by a materiality standard. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal renewal, reinstatement or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations no Default or Event of Default shall have occurred and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before After giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the to any Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal renewal, reinstatement or extension of any Letter of Credit, the Aggregate Revolving Exposure shall not exceed the (i) aggregate Revolving Commitments, or (ii) during a Borrowing Base Period, the lesser of (x) the Borrowing Base as in effect at such time and (y) the aggregate Revolving Commitments as in effect at such time. Each Borrowing and each issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (c) of this Section 4.02. Each amendment, renewal, reinstatement or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (b)) and (c) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bacquisition) The representations and warranties of the Borrower and the Guarantors set forth in this Specified Purchase Agreement and in the other Loan Documents Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Borrowing Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents (other than the representations and warranties set forth in Section 2.01 and Section 2.04 of the Guarantee and Security Agreement) shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j), (k) or (n) shall have occurred and be continuing, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, at the time of and immediately after giving effect to such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

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

Each Credit Event. The obligation of each Lender to make a Loan or accept and purchase B/As on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of acceptance and purchase of such B/As or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for those representations and warranties expressly made as of an earlier date (in which case such representations and warranties shall have been true and correct with respect to such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or acceptance and purchase of such B/As or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations At the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or acceptance and purchase of such B/As or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as total Revolving Exposures of each Class shall not exceed the date total Commitments of such Class and (ii) the Total Shared Revolving Exposure shall not exceed the Total Shared Borrowing or the date Base then in effect. Each Borrowing, each acceptance and purchase of B/As and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; 97 Revolving Credit Agreement (b) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.; and (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower and shall have delivered an updated Borrowing Base Certificate demonstrating that the Guarantors set forth in this Agreement and Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is included in the other Loan Documents shall be true Covered Debt Amount at such time. Each Borrowing (but, for the avoidance of doubt, not a continuation or conversion thereof) and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit (other than in connection with any Incremental Facilities (except to the extent set forth in Section 2.20)), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be before and after giving effect to such Borrowing or issuance, except (i) amendment, renewal or extension of such Letter of Credit and to the application of proceeds therefrom, as though made on and as of such date; provided that, to the extent any that such representations and warranties are expressly limited specifically refer to an earlier datedate or period, they shall be true and correct in which case, on and all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be (after giving effect to such qualification). (b) At the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely In the case of a Borrowing of Revolving Loans or Swingline Loans, or the issuance, amendment or extension of any Letter of Credit, if the Financial Covenant is or would be in effect on such date after giving Pro Forma Effect to such extension of credit, the Borrower shall have been in compliance with the Financial Covenant as of the last day of the Test Period most recently ended on or prior to the date of such extension of credit as if the Financial Covenant had been in effect on such last day (without giving Pro Forma Effect to any borrowings or repayments or any other transactions subsequent to the end of such Test Period), and the Borrower shall be have delivered to the Revolving Agent a certificate of a Responsible Officer setting forth, in reasonable detail, a calculation of the Financial Covenant as of the last day of such Test Period (it being agreed that only one such certificate shall be required with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Thresholdapplicable Test Period). (d) The receipt by the Administrative Applicable Agent shall have received a notice of a Borrowing Request borrowing in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicableArticle II hereof. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) and, to the extent applicable, (c) of this Section; provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing, or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations At the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except the consolidated cash and Cash Equivalents (other than (i) any cash set aside by Foreign Subsidiaries in the ordinary course of business or (ii) cash in the Hebron Escrow Account)) balance of the Parent and its Restricted Subsidiaries shall not exceed an amount equal to $25,000,000. Notwithstanding anything contained herein to the extent any such representations contrary in no event shall this Section apply to the cash or Cash Equivalents of CSI Compressco LP or its Subsidiaries. Each Borrowing and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Parent on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (bc) of this Section. (q) The reference in Section 5.01(h) of the Credit Agreement to “one hundred twenty (120)” is hereby amended to read “sixty (60)”.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to either (i) the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit and any Concurrent Transaction; and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement and of each Loan Party contained in each of the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that for purposes of this Section 4.2, the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent annual and quarterly financial statements furnished pursuant to Sections 5.1(a) and (b), respectively. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) The Borrower and its Subsidiaries shall be in pro forma compliance with the Guarantors financial covenants set forth in this Agreement and in Section 6.1(a), based on the other Loan Documents shall be true and correct in all material respects on and as most recent financial statements delivered pursuant to Section 5.1(a) or (b) after giving effect to any Indebtedness (including such requested loan or letter of credit), incurred or repaid after the date of such financial statements). At the request of the Administrative Agent, the Borrower will deliver a certificate demonstrating such compliance in such detail, form and substance as is reasonably satisfactory to the Administrative Agent. (e) By requesting any Borrowing hereunder at any time when the outstanding amount of all Loans and Letters of Credit hereunder is greater than $25,000,000 (after giving effect to such Borrowing and any repayment of Loans to be made hereunder simultaneously with such Borrowing), the Borrower hereby represents and warrants that the proceeds of such Borrowing are being used for specific corporate purposes (including operating expenses, acquisitions and capital expenditures) and not for holding as cash, cash equivalents or similar investments. (f) In the case of a Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of the Administrative Agent or the date of Required Lenders, would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b), (d) and (b)e) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit, at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus either (i) the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold. Borrowing Base (d) The receipt by immediately after giving effect to such extension of credit and any Concurrent Transaction), reflected on the Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent of a Agent) or (ii) the Borrower shall have delivered an updated Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit Base Certificate demonstrating that the Covered Debt Amount (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or after giving effect to such extension of credit and any Letter Concurrent Transaction) shall not exceed the Borrowing Base (immediately after giving effect to such extension of Credit shall be deemed to constitute a representation credit and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (bany Concurrent Transaction).; and

Each Credit Event. The After the Closing Date, the obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the any Issuing Bank to issue, amend, modify, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At The Administrative Agent shall have received, in the time case of a Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension Administrative Agent shall have received a notice requesting the issuance of such Letter of CreditCredit as required by Section 2.06(b) or, as applicablein the case of a Swingline Borrowing, no Default the Swingline Lender and the Administrative Agent shall have occurred and be continuingreceived a request as required by Section 2.05(a). (b) The representations and warranties of the Borrower and the Guarantors Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, modification, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, except (i) to in each case with the extent any same effect as though such representations and warranties are expressly limited to an earlier date, in which case, had been made on and as of the date of such Borrowing; provided that to the extent that a representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date. (c) At the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, modification, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Credit (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, modification, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a , no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to any Borrowing and each request for or the issuance, amendment, modification, renewal or extension of any Letter of Credit (other than an amendment, modification, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), the Revolving Exposure of all Lenders at such time then outstanding shall not exceed Line Cap. Each Borrowing and each issuance, amendment, modification, renewal or extension of a Letter of Credit (to the extent applicable above) shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (ab), (c) and (b)d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) through (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) through (d) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and (b)an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing, of the Swingline Lender to make a Swingline Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit is Credit, and any reallocation of a Defaulting Lender’s participation in LC Exposure and Swingline Loans as provided in Section 2.21, shall be subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit or such reallocation, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (cb) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at At the time of the making of such Loan (before and immediately after giving effect thereto) minus the principal amount of to such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit, or such reallocation, as applicable, no Default shall have occurred and be continuing. (c) With respect to any Revolving Borrowing requested at any time prior to the termination of the Non-Extended Facility, immediately prior to and immediately after giving effect to such Revolving Borrowing, there shall be no unused commitments to advance loans under the Non-Extended Facility; provided that this clause (c) shall not apply to the issuance, amendment, renewal, or extension of Letters of Credit or the making of Swingline Loans under this Agreement. (d) With respect to any Borrowing, if the aggregate amount of Available Cash would exceed $500,000,000 after giving effect to such Borrowing and any other transactions occurring prior to or substantially simultaneously with such Borrowing, but excluding the effect of any other transactions that have not occurred prior to or substantially simultaneously with such Borrowing, then the applicable Borrower shall have delivered to the Administrative Agent a Use of Proceeds Certificate with respect to such Borrowing, which certificate shall include, among other items, a certification from such Borrower (A) as to the proposed use of the proceeds of such Borrowing, which shall be a purpose permitted by Section 5.08, and (B) that the proceeds of such Borrowing shall be used within five Business Days after the making of such Borrowing for such specified purpose, or will otherwise be repaid to the extent required pursuant to Section 2.11(c). (e) With respect to any Borrowing or issuance, amendment, renewal, or extension of any Letter of Credit requested by the US Borrower, the US Borrower shall be in Pro Forma Compliance with the US Sub-Facility Limit immediately after giving effect to such extension of credit and any application of proceeds and other transactions occurring on the same date (as demonstrated in a duly executed Compliance Certificate with respect to the US Sub-Facility Limit dated as of the date of such requested credit extension and delivered by the US Borrower to the Administrative Agent). (f) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.04. Each of the giving of the applicable Notice of Borrowing, the acceptance by a Borrower of the proceeds of such Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit, and the reallocation of such Defaulting Lender’s participation in the LC Exposure and Swingline Loans, shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the applicable matters specified in the foregoing clauses paragraphs (a) and through (b)f) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any issue a Letter of Credit is (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), shall be subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such issuance, both before and after giving effect thereto, as though made on and as of such 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 the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal no Default or extension Event of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The Administrative Agent shall have received on or before the date of such issuance (in each case in form and substance satisfactory to the Administrative Agent): (i) Collateral Mortgage Bonds in an aggregate principal amount equal to the sum of (A) the stated amount of such Letter of Credit and (B) the aggregate stated amount of all other Letters of Credit issued on or before such date; (ii) duly executed originals of the Supplemental Indenture(s), the Bond Delivery Agreement(s) and all other documents, instruments and filings relating to the issuance and authentication of such Collateral Mortgage Bonds, which shall be in full force and effect on such date; (iii) duly executed copies of the Revenue Bond Indenture, Revenue Bond Loan Agreement, Remarketing Agreement, Bond Purchase Agreement, official statement and all other related agreements, instruments and filings relating to the Revenue Bonds that will be supported by such Revenue Bond Letter of Credit (collectively, the “Revenue Bond Documents”), certified by an authorized officer of the Borrower as being a true, correct and complete copy thereof and as being in full force and effect; (iv) counterparts of a Revenue Bond Pledge Agreement, duly executed by the Borrower and the other parties thereto, with respect to any such Revenue Bonds that may be purchased with the proceeds of a Purchase Price Disbursement under such Revenue Bond Letter of Credit; (v) favorable written opinions of New York, Arizona and New Mexico counsel to the Borrower with respect to the Collateral, the ACC Order and any other matters reasonably requested by the Administrative Agent with respect to the applicable Revenue Bond Indenture and other Revenue Bond Documents; (vi) to the extent reasonably requested by the Administrative Agent, all documents, instruments and filings creating or perfecting the Lien of the Mortgage Indenture; (vii) all other documents and instruments required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Documents; (viii) a letter from S&P and/or Xxxxx’x to the effect that the Revenue Bonds that will be supported by such Revenue Bond Letter of Credit have been rated at least A-1 or VMIG-1, respectively; and (ix) a certificate of an authorized officer of each of the trustee and the tender agent under the applicable Revenue Bond Indenture certifying the names, true signatures and incumbency of the officers of the trustee authorized to make drawings under such Revenue Bond Letter of Credit and of the officers of the tender agent authorized to execute the applicable Revenue Bond Pledge Agreement, respectively. (d) The Borrower shall have delivered to the Administrative Agent a certificate duly executed by an authorized officer of the Borrower certifying that the representations and warranties of the Borrower and contained in the Guarantors set forth in this applicable Revenue Bond Loan Agreement, Remarketing Agreement and in the other Loan Documents shall be Bond Purchase Agreement are true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendmentboth before and after giving effect thereto, renewal or extension as though made on and as of such Letter of Credit, as applicable, date (except (i) to the extent any where such representations and warranties are expressly limited relate to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be have been true and correct in all respectsmaterial respects as of such earlier date). (ce) Solely If requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent a certificate duly executed by an authorized officer of the Borrower containing such additional representations and warranties with respect to the making of any Loan hereunder, Collateral and the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (Revenue Bond Documents as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent may reasonably request. Each issuance of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal any amendment of a Letter of CreditCredit 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) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to either (i) the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold. (d) The receipt by Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of a credit and any Concurrent Transaction) shall not exceed the Borrowing Request in accordance with Section 2.03 or a request for a Letter Base after giving effect to such extension of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicablecredit and any Concurrent Transaction. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b).preceding sentence. 108

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date such Loan is made or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date). (b) At the time of and immediately after giving effect to the making of a Loan on the occasion of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) . The representations making of a Loan on the occasion of any Borrowing and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b) of this Section.” (aa) Section 5.07(a) of the Credit Agreement is amended to insert the following sentence at the end thereof: “The Company will maintain in effect and enforce policies and procedures reasonably designed to promote compliance in all material respects by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.” (bb) Section 5.08 of the Credit Agreement is amended to insert the following sentence at the end thereof: “No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and the Company shall procure that its other Subsidiaries shall not use, the proceeds of any Borrowing or Letter of Credit (i) for the purpose of making an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation in any material respect of any Anti- Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case, in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.” (cc) Section 6.04(e) of the Credit Agreement is amended to (x) delete the reference to “the Company and its Subsidiaries” therein and replace it with a reference to “the Company’s Subsidiaries” and (y) delete the reference to“does not exceed an aggregate book value of either (i) ten percent (10%) of Consolidated Total Assets of the Company or (ii) ten percent of Consolidated Revenues” therein and replace it with a reference to “does not exceed (i) an aggregate book value of ten percent (10%) of Consolidated Total Assets of the Company or (ii) ten percent of Consolidated Revenues”. (dd) Section 6.10(a) of the Credit Agreement is amended to insert the following proviso immediately before the period appearing at the end of the first sentence thereof: “; provided that (x) the Company may, by written notice to the Administrative Agent for distribution to the Lenders and not more than twice during the term of this Agreement, elect to increase the maximum Leverage Ratio to 3.75 to 1.00 for a period of three (3) consecutive fiscal quarters in connection with an acquisition that involves the payment of consideration by the Company and its Subsidiaries in excess of $75,000,000 occurring during the first of such three fiscal quarters (each such period, an “Adjusted Covenant Period”) and (y) notwithstanding the foregoing clause (x), the Company may not elect an Adjusted Covenant Period for at least two (2) full fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to the preceding clause (x) for a new period of three (3) consecutive fiscal quarters.” (ee) Section 9.01 of the Credit Agreement is amended and restated in its entirety to read as follows:

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank 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 effect an extension, or increase the stated face amount, of such Letter of Credit) is subject to the satisfaction (or waiver in accordance with Section 10.02) of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the each Borrower and the Guarantors 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 on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not effect an extension, or increase the stated face amount, of such Letter of Credit), as applicable, applicable (except (i) to the extent any expressly made as of another date, in which case such representations and warranties are expressly limited to an earlier date, shall be true and correct in which case, on and all material respects as of such other date). (b) At the date time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, such representations no Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at At the time of the making of such the first Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal issuance of a Letter of Credit) , if any, when the representation in accordance with the third sentence of Section 2.08(b)3.12 would be required to be made, but cannot be made, then as a condition precedent to such Borrowing or issuance of a Letter of Credit, each Borrower shall have delivered to the Administrative Agent a Form F.R. G-3 or Form F.R. U-1, as applicable, for each Lender, duly completed by such Borrower in conformity with Regulation U of the Board. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not effect an extension, or increase the stated face amount, of such Letter of Credit) shall be deemed to constitute a representation and warranty by the each Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new 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 Credit (each such event, a “Credit Event”) on any date is subject to the satisfaction of the following conditions: (a) The representations and warranties of Holdings and the Company set forth in this Agreement (other than those set forth in Sections 3.5(c) and 3.6(a) on any date other than the Effective Date) shall be true and correct in all material respects (provided that such representations and warranties qualified as to materiality shall be true and correct) on and as of the date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case those representations and warranties will be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations At the time of and warranties immediately after giving effect to such Borrowing (and the use 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 proceeds thereof) or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) 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 the extent any such representations and warranties date for which financial statements are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicableavailable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Company on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions:conditions (provided that the conditions set forth in clauses (b), (c), (d) and (f) below shall not apply in the case of a Borrowing consisting solely of a continuation or conversion of any Loan or to any amendment, renewal or extension of any Letter of Credit that does not increase the face amount thereof): (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (b) The at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of the Borrower and the Guarantors Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited relate to an earlier date, date (in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.material respects as of such earlier date), in each case before and after giving effect thereto; (c) Solely with respect to any Borrowing of a Revolving Loan or Swingline Loan or the making issuance of any Loan hereunderLetter of Credit (not including Letters of Credit which, upon issuance, are Cash Collateralized by the Borrower to at least the Minimum Collateral Amount) after the Closing Date, the principal amount of such Loan plus Borrower shall be in compliance with the aggregate amount of cash and Cash Equivalents Financial Covenants on a Pro Forma Basis (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus to such Borrowing or issuance and regardless of whether the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) was required to be used on or around in compliance with such date, but in any event not to exceed five (5Financial Covenants at such time) Business Days after such date) shall not exceed for the Excess Cash Thresholdapplicable Test Period. (d) The receipt by since the date of the financial statements of the Borrower described in Section 4.5, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (e) the Borrower shall have delivered the required Notice of Borrowing, if applicable; and (f) the Administrative Agent of a shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an and each issuance, amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b), (c) and (b)d) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuingcontinuing and (ii) the total Revolving Credit Exposures shall not exceed the Loan Limit. (b) The representations and warranties of the Borrower and the Guarantors its Subsidiaries set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, date and (ii) to the extent that any such representation and or warranty that is expressly qualified by materiality “material” or by reference to “Material Adverse Effect” references therein, such representation and or warranty (as so qualified) shall continue to be true and correct in all respectsrespects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of shall have received a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a and related Letter of Credit) Credit Agreement in accordance with Section 2.08(b2.07(b), as applicable. (d) Prior to the Covenant Changeover Date, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that attached thereto is an updated Budget as of the date of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable (or certifying that the Budget most recently delivered pursuant to this Agreement has not changed since the date of delivery thereof); (ii) that the cumulative Capital Expenditures actually made by the Borrower and the Restricted Subsidiaries for the Subject Project during the period from and including the Effective Date through and including the date of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, do not exceed 115% of the budgeted cumulative Capital Expenditures for the Subject Project as of the most recently ended calendar month, as set forth in the most recently delivered Budget hereunder (excluding the amount of any Capital Expenditures funded solely with the proceeds of any issuance of the Borrower’s Equity Interests (other than Disqualified Capital Stock), to the extent that the Borrower delivers evidence thereof in form and substance reasonably satisfactory to the Administrative Agent); and (iii) as to the anticipated Capital Expenditures to be funded in part by such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, which Capital Expenditures shall be contemplated by the Budget attached thereto. (e) During the period from and including the Effective Date to but excluding the Covenant Changeover Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 9.01(a), calculated in a manner reasonably acceptable to the Administrative Agent after giving effect to such Borrowing, which financial covenant shall be recomputed on such date using (x) Consolidated Total Indebtedness outstanding on such date and (y) Consolidated Total Capitalization as of such date (and the Borrower shall have provided to the Administrative Agent a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance therewith and certifying that attached thereto is supporting detail for such calculations). Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and Sections 6.02(a), (b), and (e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (excluding the continuation of a Loan as a Loan of the same Type or the conversion of a Loan from one Type into another Type), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement, any Letter of Credit applications and the Collateral Documents shall be true and correct in all material respects on and as of the date (except to the extent such representations or warranties relate to an earlier date in which case they shall be true and correct in all material respects as of such date) of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, and if they are not true and correct in all material respects the Administrative Agent or the Required Lenders shall have determined not to make any such Loan or instructed the Issuing Bank not to issue Letters of Credit as a result of the fact that such representation or warranty is untrue or incorrect. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and the Administrative Agent or the Required Lenders shall have determined not to make such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date issuance of any Letter of Credit, U.S. Availability is not less than zero. (d) After giving effect to any Borrowing by the Canadian Borrower, Canadian Availability is not less that zero. Each Borrowing (excluding the continuation of a Loan as a Loan of the same Type or the conversion of a Loan from one Type into another Type), and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a)-(d) of this Section. Any Lender may require a duly completed compliance certificate as a condition to making a Borrowing or requesting the foregoing clauses (a) and (b)issuance of a Letter of Credit.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation or warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except that representations or warranties that are made as of a specific earlier date shall be true and correct in all material respects as of such earlier date), except to the extent of changes resulting from transactions permitted by this Agreement. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date issuance of any Letter of Credit, Availability is not less than zero. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) in the date case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); and (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions:conditions (provided, that, with respect to any Loans to be funded on the Effective Date, only clauses (d) and (e) below shall be applicable): (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Loan (Letter of Credit, as certified by Borrower in applicable would not conflict with, or cause any Lender or the Borrowing Notice) Issuing Bank to be used on violate or around such dateexceed, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Thresholdapplicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (e) Solely with respect to any Borrowing of Loans, (i) Parent, the Borrower and the Consolidated Restricted Subsidiaries shall not have any Excess Cash at the time of such Borrowing or (ii) such Borrowing (after giving effect to the use of proceeds therefrom (as certified by the Borrower in the applicable Borrowing Request; provided, that, cash on balance sheet shall not be a permitted use of such proceeds) on or around such date, but in any event, not to exceed five (5) Business Days after such date) would not otherwise cause Parent, the Borrower and the Consolidated Restricted Subsidiaries to have any Excess Cash. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a), (b) and (be).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions:conditions (provided that clause (d) below shall be applicable only in respect of a proposed Borrowing or issuance, amendment, renewal or extension of a Letter of Credit occurring after the date that is 120 days after the Effective Date): (a) The representations and warranties of the Credit Parties set forth in the Credit Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower Lenders shall have received such other documentation as it shall reasonably request. (d) The Lenders shall have received Telvent USA’s and the Guarantors set forth in this Agreement Canadian Borrower’s audited consolidated balance sheet and in related statements of income or operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2010, reported on by Deloitte and Touche (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit and without any other Loan Documents shall be true material qualification or exception other than a qualification or exception with respect to impairment of goodwill), together with a certificate from Telvent USA and correct the Canadian Borrower to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of such entity and its consolidated Subsidiaries on and a consolidated basis as of and for the date of such fiscal year ended December 31, 2010 in accordance with GAAP. Each Borrowing or the date of and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No Material Adverse Effect exists. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and through (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b)) or (d) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.; (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower and shall have delivered an updated Borrowing Base Certificate demonstrating that the Guarantors set forth in this Agreement and Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l)), or payment of other Indebtedness that is included in the other Loan Documents Covered Debt Amount; and (d) the Administrative Agent shall be true and correct in all material respects on and as of have received a request for the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit as required by Section 2.03, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing 2.04 or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b2.05(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents to which it is a party shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties With respect to the issuance of any Letter of Credit or the making of any Swingline Loan, there is no Defaulting Lender at the time such Swingline Loan is to be made or Letter of Credit is to be issued, unless the L/C Exposure or Swingline Exposure of such Defaulting Lender is re-allocated to non-Defaulting Lenders and/or the Borrower and the Guarantors set forth in this Agreement and in the has Cash Collateralized or made other Loan Documents shall be true and correct in all material respects on and as of the date arrangements with respect to any such non-reallocated Exposure of such Defaulting Lender all in accordance with Section 2.22. Each Borrowing or the date of and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by STX and the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)) of this Section 4.02. For purposes of the foregoing, the term “Borrowing” shall not include the continuation or conversion of Loans in which the aggregate amount of such Loans is not being increased.