Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The 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 the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing as to the matters specified in clauses (a) and (b) of this Section. ARTICLE V

Each Credit Event. The obligation of each Lender to make a any Loan on (other than the occasion of any Borrowing2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of each the Issuing Bank Banks to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not issue or increase the face amount thereof), renew or extend of any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of each Loan Party Holdings and the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as the case may be; provided thatapplicable, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, they such representations and warranties shall be true and correct in all material respects as of such earlier date; provided further that , (ii) any representation and warranty that is qualified as to “materiality,” or “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 berespects. (b) At the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as the case may beapplicable, no Default or Event of Default shall have occurred and be continuingcontinuing on such date. (c) The Administrative Agent or, if applicable, the Swingline Lender, Borrower shall have received delivered a completed Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements application for a Letter of 2.05(b)Credit, as applicable. Each Borrowing (provided that a conversion or a continuation d) In the case of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance, amendment, renewal issuance or extension increase of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses (a) and (b) of this SectionSection 4.02. ARTICLE V

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than a Borrowing which is merely a conversion or continuation of existing Loans), and of each the Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)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; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The 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 the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may beapplicable. (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 the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent or, if applicable, the Swingline Lender, continuing and there shall have received occurred no event which would be reasonably likely to have a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicableMaterial Adverse Effect. Each Borrowing (provided that other than a Borrowing which is merely a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Sectionexisting Loans) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section. ARTICLE VAffirmative Covenants Until the Revolving Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingLoan, and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of each Loan Party set forth (i) in the case of a Loan Documents made in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such 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 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 the case may be; provided thatapplicable, or, as to the extent any such representation or warranty that such representations and warranties specifically refer refers to an earlier a specific date, they shall be true and correct in all material respects as of such earlier specific 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 in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made in connection with a Commitment Increase in connection with a Specified Purchase) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. ; and (c) The either (i) the Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or, if applicable, or (ii) the Swingline Lender, Borrower shall have received a delivered an updated Borrowing Request in accordance with Base Certificate demonstrating that the requirements hereof or the Loan Parties shall have complied with the requirements Covered Debt Amount (after giving effect to such extension of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing credit and any Concurrent Transaction) shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or exceed the Borrowing Base after giving effect to such extension of a Letter credit and any concurrent acquisitions of Credit after Portfolio Investments or payment of outstanding Advance under this Agreement or Other Covered Indebtedness, or any other Indebtedness that is included in the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing as to the matters specified in clauses (a) and (b) of this Section. ARTICLE VCovered Debt Amount.

Each Credit Event. The obligation obligations of each Lender the Lenders to make a Loan Revolving Loans on the occasion of any Borrowing, and borrowing after the Effective Date shall not become effective until the date on which each of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued be satisfied (or deemed issuedwaived by the Lenders in their sole discretion in accordance with Section 9.02) on after giving effect to the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24requested Revolving Loan: (a) The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of each Loan Party set forth contained herein 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 the case may be; provided that, to the extent that (except such representations and warranties specifically refer to an earlier datethat by their terms are qualified by materiality or a Material Adverse Effect, they which representations and warranties shall be true and correct in all material respects respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing). (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance certificate signed by the chief financial officer of Altera Infrastructure Group Ltd., confirming compliance with the requirements hereof or conditions set forth in clauses (b) and (j) of this Section 4.02, in the Loan Parties form of Exhibit F. (d) [Reserved]. (e) The Administrative Agent shall have complied with received a certificate, dated the requirements date of 2.05(b)any borrowing under the Facility hereunder and signed by the chief financial officer of Altera Infrastructure Group, Ltd., as applicable. Each Borrowing (provided that to the solvency of Borrower and the Subsidiaries on a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of pro forma consolidated basis after giving effect to any borrowings under this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower Agreement on the date of any borrowing under the applicable Borrowing as Facility hereunder and the other transactions contemplated herein to occur on the Effective Date, in the form of Exhibit D. (f) The Lenders shall have received all fees payable by Borrower under Section 2.10, including, to the matters specified in clauses extent invoiced, payment or reimbursement of all fees and expenses required to be paid or reimbursed by the Borrower under any Loan Document (aany such fees and amounts shall be net of the Revolving Loan proceeds received by Borrower upon a borrowing hereunder). (g) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations that are applicable to the Lenders (b) which shall include, without limitation, incumbency certificates of this Section. ARTICLE Vthe Responsible Officers of the Borrower

Each Credit Event. The obligation of each Lender to make a honor any Committed Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend Notice (other than an amendment in respect a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a then outstanding Letter continuation of Eurodollar RateSOFR Loans) and the obligation of each Lender (including each Issuing Bank) to make any other Credit that does not increase the face amount thereof), renew or extend any Letter of Credit Extension is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24precedent: (a) The representations and warranties of Holdings, the Borrower and each other Loan Party set forth contained in the Article V or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuanceCredit Extension, amendment, renewal or extension of such Letter of Credit, as the case may be; provided that, 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 as of such earlier date; provided further , and except that any representation for purposes of this Section 4.02, the representations and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language warranties contained in Sections 5.05(a) and (b) shall be true and correct in all respects on deemed to refer to the date of such credit extension or on such earlier datethe most recent statements furnished pursuant to Sections 6.01(a) and (b), as the case may berespectively. (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 the case may be, no Default or Event of No Default shall have occurred and be continuingexist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof (or, if applicable, the Swingline Lender, Administrative Agent and the applicable Issuing Bank shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(bwritten request for L/C Credit Extension), as applicable. Each Borrowing Committed Loan Notice (provided that other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this SectionEurodollar RateSOFR Loans) and each issuance, amendment, renewal or extension of a Letter of written request for L/C Credit after Extension submitted by the Effective Date Borrower shall be deemed to constitute be a representation and warranty by that the Borrower conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing as to the matters specified in clauses (a) and (b) of this SectionCredit Extension. ARTICLE V72 #96922345v9

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding, but excluding a Revolving Credit Borrowing to continue or convert any outstanding Revolving Credit Borrowing), and of each the Issuing Bank Banks to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit (but excluding any automatic renewal or extension of any Letter of Credit, amendment the sole purpose of which is to extend or renew any Letter of Credit and any Existing Specified Letter of Credit that is deemed to be issued pursuant to Section 2.07(a)) is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth waiver in accordance with Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: 12.02): (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 the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may beapplicable, (i) no Default or Event of Default Borrowing Base Deficiency shall have occurred and be continuing. continuing and (cii) The the Consolidated Cash Balance shall not exceed the greater of (A) $150,000,000 or (B) expenditures in respect of the oil and gas properties of the Borrower permitted hereunder in the ordinary course of business as agreed to by the Administrative Agent or, if applicable, at the Swingline Lender, shall have received a time of such credit event and subject to the Administrative Agent receiving prior written notice of such request on or prior to the date of delivery of the applicable Revolving Credit Borrowing Request in accordance with Section 2.03 or request for a Letter of Credit in accordance with Section 2.07(b). (b) The representations and warranties of the requirements hereof Credit Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such Borrowing or the Loan Parties shall have complied with the requirements date of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of 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 (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. (c) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or any Issuing Bank to violate or exceed, any applicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Revolving Credit Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit after in accordance with Section 2.07(b), as applicable. Each request for a Borrowing and each request for the Effective Date 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 of the applicable Borrowing thereof as to the matters specified in clauses (aSection 6.02(a) and (b) of this Section. ARTICLE V).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)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; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of each Loan Party the Borrowers set forth in the Loan Documents this Agreement shall be true and correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the case may be; provided that, applicable (except to the extent that any such representations representation and warranties specifically refer warranty expressly relates to an earlier date, they in which case such representation and warranty shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section. ARTICLE VNAI-1539367892v12 AFFIRMATIVE COVENANTS Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other Obligations payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, each Borrower covenants and agrees with the Lenders that:

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The a)the representations and warranties of each Loan RCC Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the RCC Parties), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.05 through 2.08 of the Guarantee and Security Agreement, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditLoan or, as the case may be; provided that, to the extent any such representation or warranty that such representations and warranties specifically refer refers to an earlier a specific date, they shall be true and correct in all material respects as of such earlier specific 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 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 the case may beLoan, no Default or Event of Default shall have occurred and be continuing. ; and (cc)either (i) The 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, if applicable, or (ii) the Swingline Lender, Borrower shall have received a delivered an updated Borrowing Request in accordance with Base Certificate demonstrating that the requirements hereof 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 the Loan Parties shall have complied with the requirements payment of 2.05(boutstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses the 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 this Sectiona Loan. ARTICLE VV AFFIRMATIVE COVENANTS Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees due and payable hereunder (other than Unasserted Contingent Obligations) shall have been paid in full, each RCC Party, as applicable, covenants and agrees with the Lenders that: SECTION 5.01.

Each Credit Event. The obligation of each the Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)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; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents 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 the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may beapplicable. (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 the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent orBorrower's unsecured long term debt has a rating of "BBB" or higher from S&P or "Baa3" or higher from Xxxxx'x; provided, if applicablethe Borrower does not have such rating, there has been no change in the business, assets, operations, prospects or condition, financial or otherwise, the Swingline LenderBorrower and its Regulated Subsidiaries, and, to the best of Borrower's Knowledge, all of its other Subsidiaries taken as a whole, that individually, or in the aggregate, could not be expected to have a Material Adverse Effect. (d) Prior to the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower shall have confirmed in writing to Lender that it has received a Borrowing Request in accordance with all necessary regulatory approvals permitting Borrower to provide the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b)cash collateral, as applicableset forth in Section 2.04 (h). Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this Section. ARTICLE V

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)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; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth 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 the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (or, in the case of any representation or warranty already qualified by materially, in any respect) as of such earlier date; provided further , and except that any representation the representations and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language warranties contained in Sections 3.04(a)(i) and (a)(ii) shall be true deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a) and correct in all respects on the date of such credit extension or on such earlier date(b), as the case may berespectively. (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 the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section. ARTICLE VV Affirmative Covenants Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated or been cash collateralized, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: SECTION 5.01.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including, for the avoidance of doubt, other than as set out below, the borrowing of Bridge Loans), and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit (other than any initial Borrowing under any First Lien Incremental Facility and any Delayed Draw Incremental Term Borrowing), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, conditions (other than in the following conditions shall not apply to (i) extensions case of credit on any Borrowing the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions proceeds of which are set forth used to finance a Limited Condition Transaction as to which an LCT Election has been made, which shall be subject to such conditions as of the LCT Test Date as provided in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: 1.06): (a) The (a)In the case of any Borrowing of BridgeTerm Loans, Revolving Loans or a Swingline Loan, (1)the First Lien Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (b) (2)The representations and warranties of each Loan Party set forth in the First Lien Loan Documents (or in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction, customary specified representations) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the case may be; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that that, in each case, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. ; (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing. (c3) The Administrative Agent or, if applicable, the Swingline Lender, Borrower shall have received a Borrowing Request be in accordance Pro Forma Compliance with the requirements hereof or Financial Performance Covenant for the Loan Parties shall have complied with the requirements Test Period then last ended (regardless of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing as to the matters specified in clauses (a) and (b) of this Section. ARTICLE Vwhether such Financial Performance -122- [EMEA_ACTIVE 302040156_13]

Each Credit Event. The After the Closing Date, the obligation of each Lender (including the Swing Line Lender) to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit is (other than any Borrowing or issuance, increase, renewal or extension of a Letter of Credit on the Closing Date), are subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The subject to Section 2.20 (including with respect to the references to “SunGard” provisions therein) in the case of Incremental Term Loans, 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, amendmentincrease, renewal or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that that, in each case, 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 subject to Section 2.20 (including with respect to the references to “SunGard” provisions therein) in the case of Incremental Term Loans, at the time of and immediately after giving effect to such Borrowing or the issuance, amendmentincrease, renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing. ; and (c) The (c) (i) the Administrative Agent or, if applicable, the Swingline Swing Line Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b)Section 2.03 or 2.04, as applicable, or (ii) the Administrative Agent and the relevant Issuing Bank shall have received a notice requesting the issuance of a Letter of Credit in accordance with the requirements Section 2.05. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this SectionSection 4.02) and each issuance, amendmentincrease, renewal or extension of a Letter of Credit after (other than any Borrowing or issuance, increase, renewal or extension of a Letter of Credit on the Effective Date Closing Date) shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section. ARTICLE VSection 4.02.

Each Credit Event. The obligation obligations of each Lender the Lenders to make a Loan Revolving Loans on the occasion of any Borrowing, and borrowing after the Effective Date shall not become effective until the date on which each of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued be satisfied (or deemed issuedwaived by the Lenders in their sole discretion in accordance with Section 9.02) on after giving effect to the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24requested Revolving Loan: (a) The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of each Loan Party set forth contained herein 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 the case may be; provided that, to the extent that (except such representations and warranties specifically refer to an earlier datethat by their terms are qualified by materiality or a Material Adverse Effect, they which representations and warranties shall be true and correct in all material respects respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing). (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance certificate signed by the chief financial officer of Altera Infrastructure Group Ltd., confirming compliance with the requirements hereof or conditions set forth in clauses (b) and (i) of this Section 4.02, in the Loan Parties form of Exhibit F. (d) The Administrative Agent shall have complied with received a certificate, dated the requirements date of 2.05(b)any borrowing under the Facility hereunder and signed by the chief financial officer of Altera Infrastructure Group Ltd., as applicable. Each Borrowing (provided that to the solvency of Borrower and the Subsidiaries on a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of pro forma consolidated basis after giving effect to any borrowings under this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower Agreement on the date of any borrowing under the applicable Borrowing as Facility hereunder and the other transactions contemplated herein to occur on the Effective Date, in the form of Exhibit D. (e) The Lenders shall have received all fees payable by Borrower under Section 2.10, including, to the matters specified extent invoiced, payment or reimbursement of all fees and expenses required to be paid or reimbursed by the Borrower under any Loan Document (any such fees and amounts shall be net of the Revolving Loan proceeds received by Borrower upon a borrowing hereunder). (f) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations that are applicable to the Lenders (which shall include, without limitation, incumbency certificates of the Responsible Officers of the Borrower executing the Loan Documents to which it is a party), including the USA Patriot Act, at least three Business Days prior to the date of borrowing under the Facility hereunder. (g) Other than changes occurring in clauses the ordinary course of business, no information or materials are or should have been available to Borrower and its Subsidiaries as of the date of the borrowing under the Facility hereunder that are materially inconsistent with the material previously provided to the Administrative Agent for its due diligence review of Borrower and its Subsidiaries. (ah) and (b) Since the date of this Section. ARTICLE Vthe most recent Revolving Loan borrowing, no event, circumstance or change shall have occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)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; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of each the Loan Party 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 the case may be; provided that, 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 the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided further , and that any representation and or warranty that which is qualified as subject to “materiality,” “Material Adverse Effect” or similar language any materiality qualifier shall be required to be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. 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 the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. ; and (c) The Administrative Agent orAfter giving effect to any Borrowing or the issuance, if applicableamendment, renewal or extension of any Letter of Credit, the Swingline Lender, Borrowers shall have received a Borrowing Request be in accordance compliance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicableRevolving Exposure Limitations. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (a), (b), and (c) of this Section. Notwithstanding the 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 the 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. ARTICLE VV.

Each Credit Event. The obligation obligations of each Lender the Lenders to make a Loan Revolving Loans on the occasion of any Borrowing, and borrowing after the Effective Date shall not become effective until the date on which each of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued be satisfied (or deemed issuedwaived by the Lenders in their sole discretion in accordance with Section 9.02) on after giving effect to the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24requested Revolving Loan: (a) The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of each Loan Party set forth contained herein 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 the case may be; provided that, to the extent that (except such representations and warranties specifically refer to an earlier datethat by their terms are qualified by materiality or a Material Adverse Effect, they which representations and warranties shall be true and correct in all material respects respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing). (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance certificate signed by the an officer of the Borrower, confirming compliance with the requirements hereof or conditions set forth in clauses (b) and (i) of this Section 4.02, in the Loan Parties form of Exhibit F. (d) The Administrative Agent shall have complied with received a certificate, dated the requirements date of 2.05(b)any borrowing under the Facility hereunder and signed by an officer of the Borrower, as applicable. Each Borrowing (provided that to the solvency of Borrower and the Subsidiaries on a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of pro forma consolidated basis after giving effect to any borrowings under this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower Agreement on the date of any borrowing under the applicable Borrowing as Facility hereunder and the other transactions contemplated herein to occur on the Effective Date, in the form of Exhibit D. (e) The Lenders shall have received all fees payable by Borrower under Section 2.10, including, to the matters specified extent invoiced, payment or reimbursement of all fees and expenses required to be paid or reimbursed by the Borrower under any Loan Document (any such fees and amounts shall be net of the Revolving Loan proceeds received by Borrower upon a borrowing hereunder). (f) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations that are applicable to the Lenders (which shall include, without limitation, incumbency certificates of the Responsible Officers of the Borrower executing the Loan Documents to which it is a party), including the USA Patriot Act, at least three Business Days prior to the date of borrowing under the Facility hereunder. (g) Other than changes occurring in clauses (a) the ordinary course of business, no information or materials are or should have been available to Borrower and (b) its Subsidiaries as of this Section. ARTICLE Vthe date of the borrowing under the Facility hereunder that are materially inconsistent with the material previously provided to the Administrative Agent for its due diligence review of Borrower and its Subsidiaries.

Each Credit Event. The obligation obligations of each Lender the Lenders to make a Loan Revolving Loans on the occasion of any Borrowing, and of each Issuing Bank to issue, amend borrowing after the Effective Date shall be conditioned on the satisfaction (other than an amendment or waiver by the Lenders in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit is subject to receipt of the request therefor their sole discretion in accordance herewith and to the satisfaction with Section 10.02) of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of each Loan Party set forth contained herein 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 the case may be; provided that, to the extent that (except such representations and warranties specifically refer to an earlier datethat by their terms are qualified by materiality or a Material Adverse Effect, they which representations and warranties shall be true and correct in all material respects respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and 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). (bc) At the time of Immediately before and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension borrowing of such Letter of Credit, as the case may beRevolving Loans, no Default or Event of Default event shall have occurred and be continuingcontinuing or would result therefrom that would constitute an Event of Default or a Default. (cd) After giving effect to the borrowing of Revolving Loans and the use of proceeds thereof, the Consolidated Cash Balance of the Cash Group Members shall not be in excess of $50,000,000. (e) The Administrative Agent or, if applicableamount of such borrowing shall not exceed the amount of the Company’s projected borrowings over the immediately succeeding two-week period under this Agreement as provided for in the Company’s most recently delivered Weekly Liquidity Forecast. ARTICLE V AFFIRMATIVE COVENANTS Until the Commitments shall have expired or been terminated, the Swingline Lender, principal of and interest on each Revolving Loan and all fees payable hereunder shall have received a Borrowing Request been paid in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b)full, as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) from and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by Date, the Borrower on the date of the applicable Borrowing as (and, solely to the matters specified in clauses (aextent applicable to it, the Parent) covenants and (b) of this Section. ARTICLE Vagrees with the Lenders that: Section 5.01

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit Borrowing is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The Administrative Agent shall have received a Borrowing Request and a Tranche B Limit Notice or a Tranche C Limit Notice, as applicable. (b) The representations and warranties of each Loan Party the Borrower set forth in this Agreement or any other Credit Document, other than (with respect to any such Loan made after the Loan Documents Effective Date) the representations and warranties contained in Section 3.01(f)(iii), shall be true and correct in all material respects on and as of the such date of (except those representations and warranties that are qualified by “materiality”, “Material Adverse Effect” or similar language, in which case such Borrowing representation or the date of issuancewarranty shall be true and correct in all respects), amendment, renewal or extension of such Letter of Credit, as the case may be; provided that, and except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, they in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date; provided further date (except those representations and warranties that any representation and warranty that is are qualified as to by “materiality,” ”, “Material Adverse Effect” or similar language language, in which case such representation or warranty shall be true and correct in all respects on the date as of such credit extension or on such earlier date, as the case may be). (bc) 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 the case may beLoan, no Default or Event of Default shall have occurred and be continuing. (cd) The Administrative Agent orImmediately after giving effect to such Loan, if applicable(i) the aggregate amount of outstanding Tranche A Loans shall not exceeding the aggregate Loan Value of the Pledged Eligible Assets, (ii) the Swingline Lender, aggregate amount of outstanding Tranche B Loans shall have received a Borrowing Request in accordance with not exceed the requirements hereof or Tranche B Limit and (iii) the Loan Parties aggregate amount of outstanding Tranche C Loans shall have complied with not exceed the requirements of 2.05(b), as applicableTranche C Limit. Each Borrowing (provided that a conversion or a continuation borrowing of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date Loans shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (ab), (c) and (bd) of this Section. ARTICLE V

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)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; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of each the Loan Party 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 the case may be; provided that, 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 the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided further , and that any representation and or warranty that which is qualified as subject to “materiality,” “Material Adverse Effect” or similar language any materiality qualifier shall be required to be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may berespects). (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 the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) 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. ARTICLE VV 69

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingLoan, and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of each Loan Party set forth (i) in the case of a Loan Documents made in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such 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 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 the case may be; provided thatapplicable, or, as to the extent any such representation or warranty that such representations and warranties specifically refer refers to an earlier a specific date, they shall be true and correct in all material respects as of such earlier specific 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 in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made in connection with a Commitment Increase in connection with a Specified Purchase) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. ; and (c) The either (i) the Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or, if applicable, or (ii) the Swingline Lender, Borrower shall have received 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 acquisitions of Portfolio Investments or payment of outstanding Advance under this Agreement or Other Covered Indebtedness, or any other Indebtedness that is included in the Covered Debt Amount. (d) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit, Borrower shall have delivered a Borrowing Request to the Administrative Agent in accordance with the requirements hereof respect of such Loan or the Loan Parties shall have complied with the requirements issuance, amendment, renewal or extension of 2.05(b)any Letter of Credit, as applicable. Each Borrowing (provided that a conversion or but not a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Sectionor conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses (a) and (b) of this Sectionthe preceding sentence. ARTICLE VV AFFIRMATIVE COVENANTS Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired, been terminated, Cash Collateralized or backstopped and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

Each Credit Event. The obligation obligations of each Lender the Lenders to make a Loan Revolving Loans on the occasion of any Borrowing, and borrowing after the Effective Date shall not become effective until the date on which each of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued be satisfied (or deemed issuedwaived by the Lenders in their sole discretion in accordance with Section 9.02) on after giving effect to the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24requested Revolving Loan: (a) The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of each Loan Party set forth contained herein 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 the case may be; provided that, to the extent that (except such representations and warranties specifically refer to an earlier datethat by their terms are qualified by materiality or a Material Adverse Effect, they which representations and warranties shall be true and correct in all material respects respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing). (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance certificate signed by the chief financial officer of Altera Infrastructure Group Ltd., confirming compliance with the requirements hereof or conditions set forth in clauses (b) and (j) of this Section 4.02, in the Loan Parties form of Exhibit F. (d) [Reserved]. (e) The Administrative Agent shall have complied with received a certificate, dated the requirements date of 2.05(b)any borrowing under the Facility hereunder and signed by the chief financial officer of Altera Infrastructure Group, Ltd., as applicable. Each Borrowing (provided that to the solvency of Borrower and the Subsidiaries on a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of pro forma consolidated basis after giving effect to any borrowings under this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower Agreement on the date of any borrowing under the applicable Borrowing as Facility hereunder and the other transactions contemplated herein to occur on the Effective Date, in the form of Exhibit D. (f) The Lenders shall have received all fees payable by Borrower under Section 2.10, including, to the matters specified in clauses (a) extent invoiced, payment or reimbursement of all fees and (b) of this Section. ARTICLE Vexpenses required to

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingLoan, and of each Issuing Bank Lender to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase if increasing the face amount thereof), renew (other than automatic renewals of any Auto-Renewal Letter of Credit) or extend any Letter of Credit Credit, is additionally subject to the receipt of the a request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The the Administrative Agent shall have received a Borrowing Request as required by Article II; (b) the representations and warranties of each Loan Party the Parent Borrower set forth in this Agreement (other than, after the Loan Documents Effective Date, those set forth in Sections 4.04(b) and 4.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing Loan or the date of such issuance, amendment, renewal or extension of such Letter of Creditextension, as the case may beapplicable; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (bc) At at the time of and immediately after giving effect to such Borrowing Loan or the such issuance, amendment, renewal or extension of such Letter of Credit, as the case may beextension, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendmentamendment (if increasing the amount thereof), renewal (other than automatic renewals of any Auto-Renewal Letter of Credit) or extension of a any Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Parent Borrower on the date thereof that the conditions specified in the preceding sentence have been satisfied. ARTICLE VI Affirmative Covenants Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, and all Letters of Credit shall have expired or terminated (or have been cash collateralized or backstopped on terms reasonably satisfactory to each applicable Issuing Lender) and all LC Disbursements shall have been reimbursed, each Obligor (as applicable) covenants and agrees with the Lenders that: SECTION 6.01. Financial Statements, Rating Changes and Other Information. The Parent Borrower will furnish to the Administrative Agent and each Lender (through the Administrative Agent): (a) as soon as available and in any event within 90 days after the end of each fiscal year of the applicable Borrowing Parent Borrower, the audited consolidated balance sheet and related statements of earnings, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries (together with an unaudited reconciliation, reflecting total assets, Inventory, capital expenditures and cash for the Parent Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand) as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or another independent registered public accounting firm of recognized national sta nding (without a “going concern” or like qualification or exception and without any qualification or exception as to the matters specified scope of such audit) to the effect that such consolidated financial statements present fairly, in clauses (a) all material respects, the financial condition and results of operations and cash flows of the Parent Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; (b) as soon as available and in any event within 45 days after the end of this Section. ARTICLE Veach of the first three fiscal quarters of each fiscal year of the Parent Borrower, the consolidated balance sheet and related -56-

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit (other than any initial Borrowing under any First Lien Incremental Facility and any Delayed Draw Incremental Term Borrowing), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, conditions (other than in the following conditions shall not apply to (i) extensions case of credit on any Borrowing the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions proceeds of which are set forth used to finance a Limited Condition Transaction as to which an LCT Election has been made, which shall be subject to such conditions as of the LCT Test Date as provided in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: 1.06): (a) In the case of any Borrowing of Term Loans, Revolving Loans or a Swingline Loan, the First Lien Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (b) The representations and warranties of each Loan Party set forth in the First Lien Loan Documents (or in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction, customary specified representations) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the case may be; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that that, in each case, 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. ; (bc) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing. ; and (cd) The In the case of the borrowing of Term Loans, the First Lien Administrative Agent or, if applicable, the Swingline Lender, shall have received a concurrently with the delivery of the relevant Borrowing Request a certificate from a Financial Officer certifying as to the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to such borrowing, substantially in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements form of 2.05(b), as applicable. Exhibit Z. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) Section 4.02), other than a Borrowing under any First Lien Incremental Facility, and each issuance, amendment, renewal or extension of a Letter of Credit after (other than any issuance, amendment, renewal or extension of a Letter of Credit on the Effective Date Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (ab) and (bc) of this SectionSection 4.02 (which deemed representation, in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, shall be as of the LCT Test Date). ARTICLE VSECTION 4.03

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including, for the avoidance of doubt, other than as set out below, the borrowing of Bridge Loans), and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit (other than any initial Borrowing under any First Lien Incremental Facility, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, conditions (other than in the following conditions shall not apply to (i) extensions case of credit on any Borrowing the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions proceeds of which are set forth used to finance a Limited Condition Transaction as to which an LCT Election has been made, which shall be subject to such conditions as of the LCT Test Date as provided in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: 1.06): (a) In the case of any Borrowing of Bridge Loans, Revolving Loans or a Swingline Loan, (1) the First Lien Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (2) The representations and warranties of each Loan Party set forth in the First Lien Loan Documents (or in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction, customary specified representations) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the case may be; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that that, in each case, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing as to the matters specified in clauses (a) and (b) of this Section. ARTICLE V; -104- [EMEA_ACTIVE 302040156_13]

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingLoan, and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided thatconditions:(i) in the case of a Loan made in connection with a Specified Purchase, the following conditions shall not apply Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (iimmediately prior to giving effect to such merger, consolidation or acquisition) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The 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 Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, or, as to the extent any such representation or warranty that such representations and warranties specifically refer refers to an earlier a specific date, they shall be true and correct in all material respects as of such earlier specific 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 in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made in connection with a Commitment Increase in connection with a Specified Purchase) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. ; and (c) The either (i) the Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit and any concurrent acquisitions of Portfolio Investments or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the any Concurrent 128 Revolving Credit and Term Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing as to the matters specified in clauses (a) and (b) of this Section. ARTICLE VAgreement

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, Borrowing and of each the Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that: at the time of and immediately after giving effect to such Borrowing or the issuance, the following conditions shall not apply to (i) extensions amendment, renewal or extension of credit on the Effective Date (including any such Letter of Credit being issued (Credit, as applicable, no Default or deemed issued) on Event of Default shall exist or would result from such Borrowing; at the Effective Date)time of and immediately after giving effect to such Borrowing or the issuance, (ii) any Borrowings under any Incremental Facilityamendment, the conditions renewal or extension of which are set forth in Section 2.20 and (iii) any extensions such Letter of credit or Borrowings under Section 2.24: (a) The 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 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 the in each case may be; provided that, before and after giving effect thereto 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 as of such earlier date. Notwithstanding anything in this Agreement to the contrary, the representations and warranties relating to Targets and their Subsidiaries made solely on the Delayed Draw Date under Article IV shall be limited to (x) the Specified Credit Agreement Representations and (y) the Specified Purchase Agreement Representations; provided further that provided, that, after the Delayed Draw Date, any representation and warranty that relating to a Subsidiary of the Parent (whether such Subsidiary is one of the Targets or their Subsidiaries) shall not be qualified or limited as immediately provided above in clause (x) or (y). since the date of the most recent audited financial statements of the Parent and its Subsidiaries described in ‎Section 4.5(a), there shall have been no change which has had or could reasonably be expected to “materiality,” “have a Material Adverse Effect” or similar language shall be true ; provided, that solely with respect to the Targets and correct in all respects on their Subsidiaries at the date time of any Borrowing related solely to the closing of such credit extension Acquisition, there shall have been no change that has had or on could be reasonably expected to have a Target Material Adverse Effect since the Closing Date; the Borrower shall have delivered the required Notice of Borrowing; and the Administrative Agent shall have received such earlier dateother documents, certificates and legal opinions as the case Administrative Agent or the Required Lenders may bereasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. (b) At In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 the Swingline Lender will not be required to 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 Borrower Cash Collateralizing the obligations of the Borrower in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit 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 or Potential Defaulting Lender; provided, that no Default such Cash Collateralization will constitute a waiver or Event release of Default shall have occurred and be continuing. (c) The any claim the Borrower, the Administrative Agent orAgent, if applicablethe Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, shall have received or cause such Defaulting Lender or Potential Defaulting Lender to be a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicableNon-Defaulting Lender. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, extension or renewal or extension of a any Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses (aparagraphs ‎(a), ‎(b) and (b‎(c) of this Section. ARTICLE VSection 3.3.

Each Credit Event. The Subject to Section 1.10 and Section 2.20 solely with respect to any Incremental Term Loan incurred to finance a substantially concurrent Limited Condition Acquisition, the obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than any conversion or continuation of any Loan), and of each any Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit Credit, is subject to receipt the occurrence of the request therefor in accordance herewith Effective Date and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of the Parent Borrower and each other Loan Party set forth contained in the Loan Documents shall be true and correct in all material respects (other than in respect of representations and warranties that are subject to a Material Adverse Effect or other materiality qualifier, in which case such representations and warranties will be true and correct as stated and so qualified) on and as of the date of such Borrowing or the date of such issuance, amendment, renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that any such representations representation and warranties warranty specifically refer refers to an earlier date, they in which case such representation and warranty shall be true and correct in all material respects (other than in respect of representations and warranties that are subject to a Material Adverse Effect or other materiality qualifier, in which case such representations and warranties will be true and correct as stated and so qualified) as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Borrowing (cother than any conversion or continuation of any Loan) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal amendment or extension of a any Letter of Credit after Credit, the Effective Date Parent Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date of the applicable Borrowing as to the matters conditions specified in clauses paragraphs (a) and (b) of this SectionSection 4.02 have been satisfied. (c) Solely with respect to a Borrowing of Mexican Tranche Revolving Loans, a Mexican Promissory Note (xxxxxx) duly issued, executed and delivered by the Mexican Subsidiary Borrower in favor of each Mexican Tranche Lender requesting such Mexican Promissory Note (xxxxxx). ARTICLE V

Each Credit Event. The obligation of each the Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)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; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents 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 the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may beapplicable. (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 the case may beapplicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent orBorrower’s unsecured long term debt has a rating of “BBB” or higher from S&P or “Baa3” or higher from Xxxxx’x; provided, if applicablethe Borrower does not have such rating, there has been no change in the business, assets, operations, prospects or condition, financial or otherwise, the Swingline LenderBorrower and its Regulated Subsidiaries, and, to the best of Borrower’s Knowledge, all of its other Subsidiaries taken as a whole, that individually, or in the aggregate, could not be expected to have a Material Adverse Effect. (d) Prior to the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower shall have confirmed in writing to Lender that it has received a Borrowing Request in accordance with all necessary regulatory approvals permitting Borrower to provide the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b)cash collateral, as applicableset forth in Section 2.04 (h). Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this Section. ARTICLE VV Affirmative Covenants Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lender that: SECTION 5.01.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, Borrowing and of each the Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: 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 exist or would result from such Borrowing; provided that, the following conditions shall that this clause (a) will not apply to (i) extensions of credit the Term Loan Borrowing made on the Effective Date (including any Delayed Draw 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 being issued (or deemed issued) on the Effective Date)Credit, (ii) any Borrowings under any Incremental Facilityas applicable, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) The all 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, extension or renewal or extension of such Letter of Credit, as the in each case may be; provided that, before and after giving effect thereto 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 as of such earlier date. Notwithstanding anything in this Agreement to the contrary, the representations and warranties relating to Target and its Subsidiaries made solely on the Delayed Draw Date under Article IV shall be limited to (x) the Specified Credit Agreement Representations; provided further that (y) the Specified Merger Agreement Representations and (z) the Specified Commitment Letter Representations; provided, that, after the Delayed Draw Date, any representation and warranty that relating to a Subsidiary of the Parent (whether such Subsidiary is the Target or one of its Subsidiaries) shall not be qualified or limited as immediately provided above in clause (x), (y) or (z). since the date of the most recent audited financial statements of the Parent and its Subsidiaries described in ‎Section 4.5(a), there shall have been no change which has had or could reasonably be expected to “materiality,” “have a Material Adverse Effect” or similar language shall be true and correct in all respects ; provided that this clause (c) will not apply to the Term Loan Borrowing made on the date Delayed Draw Date; the Borrower shall have delivered the required Notice of Borrowing; and the Administrative Agent shall have received such credit extension or on such earlier dateother documents, certificates and legal opinions as the case Administrative Agent or the Required Lenders may bereasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders; provided that this clause (e) will not apply to the Term Loan Borrowing made on the Delayed Draw Date. (b) At In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 the Swingline Lender will not be required to 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 Borrower Cash Collateralizing the obligations of the Borrower in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit 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 or Potential Defaulting Lender; provided, that no Default such Cash Collateralization will constitute a waiver or Event release of Default shall have occurred and be continuing. (c) The any claim the Borrower, the Administrative Agent orAgent, if applicablethe Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, shall have received or cause such Defaulting Lender or Potential Defaulting Lender to be a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicableNon-Defaulting Lender. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, extension or renewal or extension of a any Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing thereof as to the matters specified in clauses (aparagraphs ‎(a), ‎(b) and (b‎(c) of this Section. ARTICLE VSection 3.3.

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any Revolving Borrowing, and of each any Issuing Bank to issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof)amend, renew or extend any Letter of Credit Credit, or any Term Loan Lender to make an Incremental Term Loan is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided thatconditions (in each case, the following conditions except as otherwise set forth in Section 2.18 or Section 2.22): (a) The Borrower shall not apply to have delivered: (i) extensions in the case of credit on a Revolving Borrowing or Term Loan Borrowing, a Borrowing Request to the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date)Administrative Agent as required by Section 2.03, (ii) any Borrowings under any Incremental Facilityin the case of the issuance of a Letter of Credit, a notice requesting the conditions issuance of which are set forth in such Letter of Credit to the applicable Issuing Bank and the Administrative Agent as required by Section 2.20 and 2.24(b), or (iii) any extensions in the case of credit or Borrowings under a Swingline Borrowing, a Swingline Borrowing request to the Swingline Lender and the Administrative Agent as required by Section 2.24: 2.23(a). (ab) The After the Effective Date, the representations and warranties of each the Loan Party 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 case may be; provided thatsame effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, they 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 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). (bc) At 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 the case may be, no Default or Event of Default shall have occurred and be continuing. Credit (c) The Administrative Agent or, if applicable, the Swingline Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date of the applicable Borrowing as to the matters specified in clauses (a) and (b) of this Section. ARTICLE Vother than an