Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Effective Date, the Initial Term Loans), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the such representations and warranties already subject that are qualified as to a materiality qualifiermateriality, true and correct the accuracy in all respectsrespects of such representations and warranties) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date (including the Revolving Effective Date), in which case, on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuancesuch representations and warranties that are qualified as materiality, amendment, renewal or extension the accuracy in all respects of any Letter such representations and warranties) as of Credit such specified earlier date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the The Administrative Agent shall have received received, as applicable, a Borrowing Request in accordance with Section 2.05, a request for the Borrowing a Swingline Loan pursuant to Section 2.03 or the issuance, amendment, renewal or extension of such a request for a Letter of Credit as required by pursuant to Section 2.03, 2.04 or 2.05(b), as applicable2.06. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of provided that any portion of the representations and warranties already subject to a representation or warranty that is qualified by materiality qualifier, or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept to the extent that such representations and warranties specifically refer to an earlier date, as to in which case they shall be true and correct in all material respects (provided that any such representation or warranty that refers to a specific date, is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing;continuing and (ii) no Protective Advance shall be outstanding. (c) either (i) the aggregate Covered Debt Amount (immediately after 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance of any Letter of Credit, Availability shall not be less than zero. The request for and acceptance of each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding but excluding any conversion or continuation of Loans pursuant to Section 2.04), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, the as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in except to the case of extent any portion of the such representations and warranties already subject to a materiality qualifierare limited by materiality, in which case, they shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in Borrowing or the case date of any Loan or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) as of such specified earlier date. (c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (other than an Incremental Term Loan made in connection accordance with a Commitment Increase under the Term Commitments in connection with a Specified PurchaseSection 2.08(b), at as applicable. (d) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a Excess Cash exists. Each request for the a Borrowing (other than a conversion or continuation of Loans) and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a), (b), and (d).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew renew, increase or extend any Letter of Credit, other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, Borrowing or (ii) in the case date of any other Loan or issuance, amendment, renewal renewal, increase or extension of any such Letter of Credit, as the case may be (in each case, unless such date is the Effective Date); provided that, to the extent that such representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents specifically refer to an earlier date, they shall be true and correct in all material respects (or, in the case as of such earlier date; provided further that any portion of the representations representation and warranties already subject warranty that is qualified as to a materiality qualifier, “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects) respects on and as of the date of such Loan credit extension or the date of issuance, amendment, renewal or extension of on such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific earlier date, as of such specific date;the case may be. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal renewal, increase or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;continuing or would result therefrom. (c) either To the extent this Section 4.02 is applicable, each Borrowing (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension provided that a conversion or a continuation of credit and any Concurrent Transaction) a Borrowing 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 constitute a “Borrowing” for purposes of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereofthis Section) and each issuance, renewal amendment, renewal, increase or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Holdings and each Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loansoccasion of any Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amendamend to increase the 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: (a) With respect to any Borrowing or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit after the Closing Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of an Incremental Term Loan made the representations and warranties qualified as to materiality, in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchaseall respects and (ii) otherwise, 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 respects, in each case on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) except in the case of any Loan such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (b) With respect to any Borrowing or the issuance, amendmentamendment to increase the amount thereof, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under after the Term Commitments in connection with a Specified Purchase)Closing Date, at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; . On the date of any Borrowing (cother than any conversion or continuation of any Loan) either (i) the aggregate 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendmentamendment to increase the amount thereof, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b)in each case after the Closing Date, as applicable. Each Borrowing (but not a continuation or conversion thereof) the Company and each issuance, renewal or extension of a Letter of Credit Borrowing Subsidiary shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in the preceding sentenceparagraphs (a) and (b) of this Section 4.03 have been satisfied.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each any Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) The representations and warranties of the Company set forth in this Agreement shall be true and correct (i) in the case of an Incremental Term Loan made representations and warranties that are qualified by materiality, in connection with a Commitment Increase under all respects and (ii) otherwise, in all material respects, and at such times as the Term Commitments in connection with a Specified PurchaseCollateral and Guarantee Requirement is required to be satisfied, the Specified Representations representations and warranties of the Loan Parties as set forth in the Collateral Agreements shall be true and correct (immediately after giving effect i) in the case of representations and warranties that are qualified by materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable (except to the extent that any such mergerrepresentation or warranty expressly relates to a specified date or dates, consolidation in which case such representation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) warranty shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;specified date or dates). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either [reserved]. (id) At the aggregate Covered Debt Amount (immediately after giving effect to time of such Borrowing or the issuance, amendment or extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on such Letter of Credit, as applicable, the Borrowing Base Certificate most recently delivered by the Company pursuant to the Administrative Agent or (iiSection 5.01(a)(iii) the Borrower shall have delivered an updated been accurate in all material respects as of the date of such Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicableCertificate. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (d) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing;, and (ii) no Protective Advance shall be outstanding. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of credit and any Concurrent Transaction) Letter of Credit, Availability shall not exceed be less than zero. (d) Solely after the Borrowing Base reflected on occurrence and during the Borrowing Base Certificate most recently delivered continuance of a Fixed Charge Trigger Event, the Borrower shall have demonstrated 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 Fixed Charge Trigger Event Borrowing Conditions shall be satisfied with respect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicableCredit. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) and, if applicable, paragraph (d) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default Borrowing Base Deficiency shall have occurred and be continuing;. (cb) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. Each , no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (but not a continuation or conversion thereof) and each the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties (i) are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date or (ii) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties shall be true and correct in all respects. (d) At the time of and immediately after giving effect to such Borrowing and any application of the proceeds thereof on or around the date of such requested Borrowing, but in any event not to exceed two Business Days after such date, the Credit Parties shall not have any Excess Cash. (e) 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 the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (f) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (g) Solely with respect to the initial Borrowing hereunder, the satisfaction of the post-closing obligation of the Borrower set forth in Section 8.21(c). Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (e).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term occasion of any Borrowing (but not a conversion or continuation of Loans), and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, Credit (including the initial Loans made on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Loan Parties set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) this Agreement and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided that (i) where any representation and warranty is expressly made as of a specific earlier date, or, such representation and warranty shall be true in all material respects as to of any such earlier date and (ii) if any representation and warranty is qualified by or warranty that refers subject to a specific date“material adverse effect”, “material adverse change” or similar term or qualification, such representation and warranty shall be true and correct as of such specific datewritten; and provided further that during any Collateral/Covenant Suspension Period the representations and warranties set forth in Sections 3.04(b) and 3.06 shall not be required to be made; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; and (c) either (i) the aggregate 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 The Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to provided any required notice of such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by pursuant to Section 2.03, 2.04 or 2.05(b)2.05, as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of CreditCredit and the Effective Date, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (cb) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension The representations and warranties 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 and the Covered Debt Amount (after giving effect to such extension of credit Guarantors set forth in this Agreement and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and other Loan Documents shall be true and correct in all material respects (dunless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the Administrative Agent shall have received a request for the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (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 receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit as required by (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.03, 2.04 or 2.05(b2.08(b), as applicable. Each request for a Borrowing (but not a continuation or conversion thereof) and each request for the issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (c).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of an Incremental Term Loan made representations and warranties qualified as to materiality, in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchaseall respects and (ii) otherwise, 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 respects, in each case on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) except in the case of any Loan or issuancesuch representation and warranty that expressly relates to a prior date, amendment, renewal or extension in which case such representation and warranty shall be so true and correct on and as of any Letter of Credit such prior date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) . On the aggregate Covered Debt Amount (immediately after giving effect to such extension date 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b), as applicable. Each Borrowing the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (but not a continuation or conversion thereofa) and each (b) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit Credit, the Aggregate Revolving Exposure (or any component thereof) shall be deemed to constitute a representation and warranty by not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in the preceding sentenceSection 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Dateoccasion of any New Borrowing (and with respect to subsection (2) below, the Initial Term Loansany LIBO Rate Borrowing), and of each the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a1) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respectsupdates as approved by the Administrative Agent) on and as of the date of such Loan New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (2) At the time of and immediately after giving effect to a New Borrowing or any LIBO Rate Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation no Potential Default or warranty that refers to a specific date, as Event of such specific date;Default shall have occurred and be continuing; and (b3) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan each New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, a Responsible Officer shall certify that (i) no Potential Default or Event of Default shall have occurred and be continuing; continuing and (cii) either (i) the aggregate 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the New Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. Each , the Borrower Parties remain in compliance with the covenants set forth in Article 8 after giving effect to such New Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a such Letter of Credit, as applicable, including supporting documentation reasonably satisfactory to the Administrative Agent. (4) Each New Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each the Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orexcept to the extent such representation is qualified by material, material adverse effect or like terms, then in the case of any portion of the representations and warranties already subject to a materiality qualifiersuch cases, true and correct in all respects) with the same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct only as of such specific specified date;). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing;continuing and (ii) no Protective Advance shall be outstanding. (c) either (i) the aggregate Covered Debt Amount (immediately after 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b), as applicableAvailability shall not be less than zero. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the each Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loansoccasion of any Borrowing (other than Borrowings pursuant to Sections 2.20 and 2.21), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case other than on the Effective Date, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (in each case, orunless such date is the Effective Date); provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (unless such Borrowing is on the Effective Date), no Default or Event of Default shall have occurred and be continuing;. (c) either Each Borrowing other than on the Effective Date (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension provided that a conversion or a continuation of credit and any Concurrent Transaction) a Borrowing 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 constitute a “Borrowing” for purposes of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereofthis Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the with respect to representations and warranties already subject containing qualifications as to a materiality qualifiermateriality, and true and correct in all respects) material respects with respect to representations and warranties without qualifications as to materiality, on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties specifically relate to a specific an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) All conditions under the aggregate Covered Debt Amount (immediately after giving effect to such 2007 Indenture required thereunder for the extension of credit and any Concurrent Transaction) shall not exceed the such Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated been satisfied in full. Each Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a) through (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified PurchaseDocuments that are qualified by materiality shall be true and correct, 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) representations that are not so qualified shall be true and correct in all material respects respects, in each case, on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as applicable (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation or and warranty that refers to a specific date, shall be true and correct in all material respects as of such specific earlier date;). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to any 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the requested Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit Credit, as applicable, occurring during the five (5) Business Day period immediately preceding the Revolving Maturity Date for the 2011 Revolving Commitments, the Borrower would not be required by Section 2.03, 2.04 2.10(b) to prepay or 2.05(b), as applicablecause to be prepaid Revolving Loans and/or cash collateralize or cause to be cash collateralized the LC Reimbursement Obligations. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) (and, if applicable, paragraph (c)) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing;continuing and (ii) no Protective Advance shall be outstanding. (c) either (i) the aggregate Covered Debt Amount (immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of credit and any Concurrent Transaction) Letter of Credit, Availability shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; andbe less than zero. (d) The Consolidated Cash Balance on and as of the Administrative Agent shall have received a request for the date of such Borrowing, Swingline Borrowing or the date of the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03does not exceed 35% of the Aggregate Revolving Commitment, 2.04 before and after giving effect to such Borrowing, Swingline Borrowing or 2.05(b)to the issuance, as applicableamendment, renewal or extension of such Letter of Credit and to the application of the proceeds therefrom on or around such date, but in any event, not to exceed two Business Days after such date. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b), (c) and (d) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (cb) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred since Effective Date. (c) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (d) After giving pro forma effect to such Borrowing and the anticipated use of proceeds thereof within three Business Days, the Consolidated Cash Balance as of such time shall not exceed $70,000,000. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit as required by in accordance with Section 2.03, 2.04 or 2.05(b2.08(b), as applicable. Each request for a Borrowing (but not a continuation or conversion thereof) and each request for the issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (d).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (including the Initial Term Loansinitial funding), and of each the Issuing Bank Bank(s) to issue, amend, renew issue Letters of Credit or extend amend any Letter of CreditCredit to increase the amount thereof, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to any such merger, consolidation issuance or acquisition) shall be true and correct in all material respects on and as of the date amendment of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the as applicable, no Default or Event of Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orunless already qualified by materiality, in which case such representation and warranty (to the case of any portion of the representations and warranties already subject extent so qualified) shall continue to a materiality qualifier, be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of any such issuance or amendment 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, orsuch representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality, as to any in which case, such applicable representation or and warranty that refers to a specific date, shall be true and correct) as of such specific specified earlier date;. (bc) After giving pro forma effect to the making of each Loan, including the use of proceeds thereof, the Borrower and its Restricted Subsidiaries shall not have any Excess Cash. (d) The receipt by the Administrative Agent of a Borrowing Request in the case of any Loan accordance with Section 2.03 or issuance, amendment, renewal or extension of any a request for a Letter of Credit (other than an Incremental Term Loan made in connection with or any such amendment to increase the amount of a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by in accordance with Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b2.09(b), as applicable. Each request for any such Borrowing (but not a continuation or conversion thereof) and each issuance, renewal for the issuance of any Letter of Credit or extension for any amendment to increase the amount of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through Section 6.02(c).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding) (excluding any Loan (including, on the Effective Date, the Initial Term Loansmade pursuant to Section 2.08(e)), and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event such representations and warranties shall continue to be true and correct in all material respects as of Default shall have occurred and be continuing;such specified earlier date. (cd) either The pro forma total Revolving Credit Exposures (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension the requested Borrowing or the issuance of credit and any Concurrent Transactionthe requested Letter of Credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; andaggregate Commitments. (de) the The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a request for the a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing or the (excluding any Borrowing made pursuant to Section 2.08(e)) and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (d).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case without duplication of any portion of materiality qualifier contained therein) with the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent that any such representation or warranty that refers to which by its terms is made as of a specific date, specified date shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) only as of such specific specified date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, no Borrowing Base Deficiency shall exist. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.04(b). Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a), (b) and (c) of this Section.

Each Credit Event. The Subject to Section 4.04, the obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under Documents (other than, on the Term Commitments in connection with a Specified PurchaseEffective Date, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) representation and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisitionwarranty set forth in Section 3.04(d)) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (except to the extent that any representation and warranty expressly relates to an earlier date, or, as to any in which case such representation or and warranty that refers to a specific date, shall have been true and correct in all material respects as of such specific earlier date;). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) With respect to each Borrowing of a Tranche B Term Loan or a Revolving Loan pursuant to Section 2.01, the aggregate Covered Debt Amount (immediately after giving effect to such extension delivery of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered a certificate by a Financial Officer to the Administrative Agent or (ii) the Borrower effect that such Loan shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit constitute “Senior Indebtedness” and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit “Designated Senior Indebtedness” under and as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included defined in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicableConvertible Notes Documents. Each Borrowing (but not provided that a conversion or a continuation or conversion thereofof a Borrowing shall not constitute a “Borrowing” for purposes of this Section) (other than a Certain Funds Loan) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the 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, except to the extent qualified by materiality in the which case of any portion of the such representations and warranties already subject to a materiality qualifier, so qualified shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation representations or warranty that refers warranties specifically refer to a specific an earlier date, in which case they were true and correct as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (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 A replacement Disbursement Instruction Agreement, to the Administrative Agent or (ii) the Borrower shall have delivered an updated extent that a Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect is to such extension of credit and be disbursed in any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit manner other than as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included described in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Disbursement Instruction Agreement then in effect. Each Borrowing or the and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case without duplication of any portion of materiality qualifier contained therein) with the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent that any such representation or warranty that refers to which by its terms is made as of a specific date, specified date shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) only as of such specific specified date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, no Borrowing Base Deficiency shall exist. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.05(b). Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amendrenew, renew extend or extend increase the amount of any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orprovided that if any representation or warranty is by its terms qualified by concepts of materiality, in the case of any portion of the representations and warranties already subject to a materiality qualifier, such representation or warranty shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendmentrenewal, renewal extension or extension increase in amount of such Letter of Credit, as applicable, or, applicable (except that representations or warranties that are made as to any such representation or warranty that refers to of a specific date, earlier date shall be true and correct in all material respects as of such specific earlier date;). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendmentrenewal, renewal extension or extension increase in amount of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendmentrenewal, renewal extension or extension increase in amount of such any Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b), as applicablethe Borrowers shall be in compliance with the Revolving Exposure Limitations. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the 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, except to the extent qualified by materiality in the which case of any portion of the such representations and warranties already subject to a materiality qualifier, so qualified shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation representations or warranty that refers warranties specifically refer to a specific an earlier date, in which case they were true and correct as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) Borrower shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered have provided to the Administrative Agent or (ii) a replacement Disbursement Instruction Agreement, to the Borrower shall have delivered an updated extent that a Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect is to such extension of credit and be disbursed in any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit manner other than as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included described in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Disbursement Instruction Agreement then in effect. Each Borrowing or the and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties such representation or warranty already subject to a materiality qualifierqualified by materiality, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, as to in the case of any such representation or warranty that refers to a specific datealready qualified by materiality, in all respects) as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default the total Credit Exposure shall have occurred and be continuing;not exceed the Borrowing Base then in effect. (cd) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, the Borrower is in compliance with the financial covenants in Section 6.1 (with compliance under the Ratio of Total Debt to EBITDAX being tested using EBITDAX as of the last day of the most recently ended fiscal quarter and net debt outstanding, current assets and current liabilities being determined as of the time of or immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit). Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a), (b), (c) and (d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (including, on the Effective Datewithout limitation, the Initial Borrowing of the Term Loans), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Loan Parties set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified PurchaseDocuments (including, without limitation, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisitionrepresentations and warranties set forth in Section 3.04(d) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisitionSection 3.06) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, in which case they shall be true and correct as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) With respect to any Borrowing of Revolving Loans, at the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension extensions of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. , the sum of the Total Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitments. (d) Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied on and as of the date thereof as to the matters specified in the preceding sentencethereof.

Each Credit Event. The obligation of each the Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing;continuing and (ii) no Protective Advance shall be outstanding. (c) either (i) the aggregate Covered Debt Amount (immediately after 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or 2.05(b), as applicablecould be reasonably expected to have a Material Adverse Effect. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b), (c) and (d) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower set forth in this Agreement and of the Subsidiary Guarantors set forth in the other Loan Documents Subsidiary Guaranties shall be true and correct in all material respects (or, in the case of except that any portion of the such representations and warranties already subject that are qualified as to a materiality qualifier, shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (or, as to any the extent such representation or warranty that refers representations and warranties specifically relate to a specific an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such specific earlier date;). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, no Material Adverse Effect shall have occurred and be continuing. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan to any Loan (including, Borrower on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit at the request of any Borrower, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the such Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default related to the applicable Borrower shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit . Each Borrowing 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section, as applicable.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of an Incremental Term Loan made the representations and warranties qualified as to materiality, in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchaseall respects and (ii) otherwise, 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 respects, in each case on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) except in the case of any Loan or issuancesuch representation and warranty that expressly relates to a prior date, amendment, renewal or extension in which case such representation and warranty shall be so true and correct on and as of any Letter of Credit such prior date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; . On the date of the making of a Loan or the issuance, renewal or extension of any Letter of Credit, the Company and each Subsidiary Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (ca) either and (ib) the aggregate Covered Debt Amount (immediately of this Section have been satisfied and that, 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l)Loan, or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit Credit, the Aggregate Revolving Exposure (or any component thereof) shall be deemed to constitute a representation and warranty by not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in the preceding sentenceSection 2.01, Section 2.04(a) or Section 2.05(b).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, orexcept 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 or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to any such representation or warranty that refers to a specific date, be true and correct as of such specific specified earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the The Administrative Agent or (ii) the Borrower shall have delivered an updated received, as applicable, a Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments Request in accordance with Section 2.05 or payment of outstanding Loans, cash collateralization of Letters a request for a Letter of Credit as contemplated by pursuant to Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and2.06. (d) In the Administrative Agent shall have received a request for the Borrowing or case of the issuance, amendment, renewal extension or extension increase of such a Letter of Credit as required by Section 2.03to be denominated in an Approved Currency other than dollars, 2.04 there shall not have occurred any change in national or 2.05(b)international financial, as applicablepolitical or economic conditions or currency exchange rates or exchange controls that in the reasonable opinion of the Administrative Agent or the applicable Issuing Bank would make it impracticable for such issuance, amendment, extension or increase to be denominated in the relevant Approved Currency. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (iExcept as set forth in Section 2.09(b) in the case of an with respect to Incremental Term Loan made in connection with Loans used to finance a Commitment Increase under the Term Commitments in connection with a Specified PurchaseLimited Condition Acquisition, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) representations and warranties of the Borrowers and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) other Loan Parties set forth in each Loan Document shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers is stated to a specific relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such specific earlier date;. (b) Except as set forth in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Section 2.09(b) with respect to Incremental Term Loan made in connection with Loans used to finance a Commitment Increase under the Term Commitments in connection with a Specified Purchase)Limited Condition Acquisition, at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (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 The Administrative Agent or (ii) the Borrower shall have delivered an updated received, in the case of a Borrowing, a 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 Request as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated required by Section 2.05(l)2.03 (or a Borrowing Request shall have been deemed given) or, or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a request for notice requesting the Borrowing or the issuance, amendment, renewal or extension issuance of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct or in all respectsrespects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, the total Revolving Exposures of all Lenders shall not exceed the Maximum Available Amount; and (d) The Administrative Agent and, if applicable, an Issuing Bank or the Swingline Lender shall have received a Borrowing Request in accordance with the requirements hereof. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the 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 respects (in the case of any representation, warranty or covenant containing a materiality modification) or in all material respects (or, in the case of any portion of the representations and warranties already subject to representation, warranty or covenant not containing a materiality qualifier, true and correct in all respectsmodification) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as both immediately before and after giving effect to any such representation Borrowing or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any such Letter of Credit Credit. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate 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 The Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that a duly completed Valuation Statement calculated as of the Covered Debt Amount (after giving effect most recent Business Day prior to the date of such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the Letter of Credit. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective occasion of any Borrowing (including the initial funding on the Closing Date, the Initial Term Loans), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (cb) either (i) All representations and warranties of the aggregate Covered Debt Amount (immediately after giving effect to Loan Parties in each applicable Loan Document shall be true and correct in all material respects on and as of the date of 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, with the same effect as though made on and as of such date, except in the case of any representation and warranty which (A) expressly relates to a given date, such representation and warranty shall be true and correct in all material respects as of the respective date and (B) is qualified by a materiality or Material Adverse Effect standard in which case such representation and warranty shall be true and correct in all respects. (c) (i) the Consolidated Cash Balance immediately prior to such Borrowing and (ii) the pro forma Consolidated Cash Balance, immediately after giving effect to such Borrowing, shall not exceed the Consolidated Cash Balance Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit as required by (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.03, 2.04 or 2.05(b2.09(b), as applicable. Each request for such Borrowing (but not a continuation or conversion thereof) and each for the issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through Section 6.02(c).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Borrowers and each other Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in At the case time of any Loan and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit Credit, as applicable, no Default shall have occurred and be continuing; (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), c) at the time of making and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event the total Revolving Credit Exposures of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) Class 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 total Commitments for such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt AmountClass; and (d) the Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a request for the Borrowing Request or a notice requesting the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicablethe case may be, in each case, in accordance with the requirements of this Agreement. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceclauses (a) , (b) and (c) of this Section .

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties such representation or warranty already subject to a materiality qualifierqualified by materiality, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, as to in the case of any such representation or warranty that refers to a specific datealready qualified by materiality, in all respects) as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default the total Credit Exposure shall have occurred and be continuing;not exceed the Loan Limit then in effect. (cd) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, the Borrower is in compliance with the financial covenants in Section 6.1 (with compliance under the ratio of Total Net Debt to EBITDAX being tested using EBITDAX as of the last day of the most recently ended fiscal quarter and net debt outstanding, current assets and current liabilities being determined as of the time of or immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit). Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a), (b), (c) and (d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding but excluding any Loan (including, on the Effective Date, the Initial Term Loansmade pursuant to Section 2.08(e)), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orunless such representation and warranty is already qualified by materiality, in the which case of any portion of the representations and warranties already subject to a materiality qualifier, such representation or warranty shall simply be true and correct in all respectscorrect) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event such representations and warranties shall continue to be true and correct as aforesaid as of Default shall have occurred and be continuing; (c) either (i) the aggregate 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; andspecified earlier date. (d) The receipt by the Administrative Agent shall have received of a Borrowing Request in accordance with Section 2.03 or a request for the a Letter of Credit in accordance with Section 2.08(b), as applicable. (e) Each request for a Borrowing or and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (c).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the The Administrative Agent shall have received a request for certificate, dated as of the date of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required and signed by the President, Vice President or a Financial Officer of the Borrower, confirming that the Borrower and the Subsidiaries are in compliance, on a pro forma basis after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, with the debt incurrence covenants contained in Section 2.034.9 of the 2008 Subordinated Notes Indenture, 2.04 or 2.05(b), as applicableSection 4.9 of the Subordinated Exchange Debenture Indenture and Section 9(a)(i) of the Series A Preferred Certificate of Designation. Each Borrowing (but not excluding any Borrowing consisting solely of a continuation or conversion thereofof an outstanding Borrowing) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Dateoccasion of any New Borrowing (and with respect to subsection (2) below, the Initial Term Loansany LIBO Rate Borrowing), and of each the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a1) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respectsupdates as approved by the Administrative Agent) on and as of the date of such Loan New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (2) At the time of and immediately after giving effect to a New Borrowing or any LIBO Rate Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation no Potential Default or warranty that refers to a specific date, as Event of such specific date;Default shall have occurred and be continuing; and (b3) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan each New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, a Responsible Officer shall certify that (i) no Potential Default or Event of Default shall have occurred and be continuing; continuing and (cii) either (i) the aggregate 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the New Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. Each , the Borrower Parties remain in compliance with the covenants set forth in Article 8 after giving effect to such New Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a such Letter of Credit, as applicable, including supporting documentation reasonably satisfactory to the Administrative Agent. (4) Each New Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Borrowers and each other Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in At the case time of any Loan and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit Credit, as applicable, no Default shall have occurred and be continuing; (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), c) at the time of making and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event the total Revolving Credit Exposures of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) Class 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 total Commitments for such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt AmountClass; and (d) the Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a request for the Borrowing Request or a notice requesting the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicablethe case may be, in each case, in accordance with the requirements of this Agreement. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceclauses (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, occasion of any Borrowing (other than the Initial Term Loansinitial funding), and of each the Issuing Bank to issue, amendamend (to increase the amount or extend the term), renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (cb) either The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents (i) excluding during any Investment Grade Rating Period the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit representations and any Concurrent Transactionwarranties that by their terms are not deemed made or re-made during an Investment Grade Rating Period) shall not exceed be true and correct in all material respects (without duplication of any materiality qualifiers) on and as of 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 date of such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date. (c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit as required by in accordance with Section 2.03, 2.04 or 2.05(b2.08(b), as applicable. Each request for a Borrowing (but not a continuation or conversion thereof) and each request for the issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.03(a) through (c).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower set forth in this Agreement (including, without limitation, the representations and warranties set forth in Section 3.04(b) and Section 3.06) and the representations and warranties of the Guarantors set forth in the other Loan Documents Guaranties shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, in which case they shall be true and correct as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension extensions of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable. , the sum of the total Revolving Credit Exposures shall not exceed the total Commitments. (d) Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case after the Second Amendment Effective Date, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case without duplication of any portion of materiality qualifier contained therein) with the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent that any such representation or warranty that refers to which by its terms is made as of a specific date, specified date shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) only as of such specific specified date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, no Borrowing Base Deficiency shall exist. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.04(b). Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject qualified as to a materiality qualifiermateriality, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) except in the case of any Loan such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or issuancein all respects, amendment, renewal or extension as applicable) as of any Letter of Credit such earlier date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate 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) In connection with a Borrowing, the Borrower shall have has delivered an updated a Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments Request in accordance with Section 2.03 or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)2.04, as applicable. Each Borrowing (but not provided that a conversion or a continuation or conversion thereofof a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the with respect to representations and warranties already subject containing qualifications as to a materiality qualifiermateriality, and true and correct in all respects) material respects with respect to representations and warranties without qualifications as to materiality, on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties specifically relate to a specific an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such specific earlier date;. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) All conditions under the aggregate Covered Debt Amount (immediately after giving effect to such 2011 Indenture and 2012 Indenture required thereunder for the extension of credit and any Concurrent Transaction) shall not exceed the such Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated been satisfied in full. Each Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the each issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a) through (c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (including, including the initial Borrowing to occur on the Effective Date, the Initial Term Loans), and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in At the case time of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (and immediately after giving effect to such merger, consolidation Borrowing or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any such Letter of Credit, the as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of Parent, the Borrower and the Subsidiary Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of except that any portion of the representations representation and warranties already subject to a warranty that is qualified by materiality qualifier, shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) in Borrowing or the case date of any Loan or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date. (c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (other than an Incremental Term Loan made in connection accordance with a Commitment Increase under the Term Commitments in connection with a Specified PurchaseSection 2.08(b), at as applicable. (d) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) Consolidated Cash Balance shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a Consolidated Cash Balance Threshold. Each request for the a Borrowing or and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a), Section 6.02(b) and Section 6.02(d).

Each Credit Event. The obligation obligation, if any, of each a Lender to make any a Loan (including, on the Effective Date, the Initial Term occasion of any Borrowing (other than a conversion or continuation of any Loans), and of each an Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the 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 with the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date;, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (immediately after 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Credit, Availability shall not be less than zero. (d) Such Lender shall have provided its approval of such Borrowing in accordance with Section 2.032.03 or such Issuing Bank shall have provided its approval for such issuance, 2.04 amendment, renewal or 2.05(bextension in accordance with Section 2.06(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of an Incremental Term Loan made the representations and warranties qualified as to materiality, in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchaseall respects and (ii) otherwise, 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 respects, in each case on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) except in the case of any Loan or issuancesuch representation and warranty that expressly relates to a prior date, amendment, renewal or extension in which case such representation and warranty shall be so true and correct on and as of any Letter of Credit such prior date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) . On the aggregate Covered Debt Amount (immediately after giving effect to such extension date 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b), as applicable. Each Borrowing Holdings and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (but not a continuation or conversion thereofa) and each (b) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit Credit, the Aggregate Revolving Exposure (or any component thereof) shall be deemed to constitute a representation and warranty by not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in the preceding sentenceSection 2.01(a), 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of an Incremental Term Loan made the representations and warranties qualified as to materiality, in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchaseall respects and (ii) otherwise, 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 respects, in each case on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) except in the case of any Loan or issuancesuch representation and warranty that expressly relates to a prior date, amendment, renewal or extension in which case such representation and warranty shall be so true and correct on and as of any Letter of Credit such prior date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; . On the date of the making of a Loan or the issuance, renewal or extension of any Letter of Credit, the Company and each Subsidiary Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (ca) either and (ib) the aggregate Covered Debt Amount (immediately of this Section have been satisfied and that, 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l)Loan, or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit Credit, the Aggregate Revolving Exposure (or any component thereof) shall be deemed to constitute a representation and warranty by not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in the preceding sentenceSection 2.01 or Section 2.05(b).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of the Loan Parties set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase this Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, applicable as to any if made on and as of such representation or warranty date (except that refers representations and warranties which relate to a specific date, earlier date shall be true and correct in all material respects as of such specific earlier date;). (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) The aggregate principal amount of all outstanding Loans and the aggregate Covered Debt Amount (immediately after giving effect to such extension undrawn amount 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of all Letters of Credit as contemplated by Section 2.05(l), or payment outstanding on the date of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03Credit, 2.04 after giving effect to the applicable Borrowing, issuance, amendment, renewal or 2.05(b)extension of a Letter of Credit, as applicableshall not exceed the Maximum Availability. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (a), (b) and (c) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loansoccasion of any Borrowing (other than a Protective Advance), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject representation or warranty not qualified as to a materiality qualifiermateriality, true and correct in all material respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties relate to an earlier date, in which case they shall have been true and correct (or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit Credit, as applicable, no Default shall have occurred and be continuing. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at c) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default the total Revolving Credit Exposures shall have occurred and be continuing;not exceed the Revolving Credit Line Cap. (cd) either (i) At the aggregate Covered Debt Amount (time of and 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b)Credit, as applicable, the total Revolving Credit Exposures will not exceed the amount of $2,350,000,000 (subject to the amount of any increase in the Revolving Commitments in accordance with Section 2.22, so long as any such Loans or Letters of Credit are not prohibited under the Existing Term Loan Agreement or any other agreement governing any Indebtedness of the Loan Parties and would not give rise to the obligation to xxxxx x Xxxx on any assets of the Loan Parties). Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the relevant Borrower or the relevant Account Party, as applicable, on the date thereof as to the matters specified in the preceding sentenceclauses (a), (b), (c) and (d) of this Section.

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of an Incremental Term Loan made the representations and warranties qualified as to materiality, in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchaseall respects and (ii) otherwise, 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 respects, in each case on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) except in the case of any Loan or issuancesuch representation and warranty that expressly relates to a prior date, amendment, renewal or extension in which case such representation and warranty shall be so true and correct on and as of any Letter of Credit such prior date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) . On the aggregate Covered Debt Amount (immediately after giving effect to such extension date 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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b), as applicable. Each Borrowing the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (but not a continuation or conversion thereofa) and each (b) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit Credit, the Aggregate Revolving Exposure (or any component thereof) shall be deemed to constitute a representation and warranty by not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in the preceding sentenceSection 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of an Incremental Term Loan made the representations and warranties qualified as to materiality, in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchaseall respects and (ii) otherwise, 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 respects, in each case on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) except in the case of any Loan or issuancesuch representation and warranty that expressly relates to a prior date, amendment, renewal or extension in which case such representation and warranty shall be so true and correct on and as of any Letter of Credit such prior date. (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at b) At the time of and immediately after giving effect to such Loan any Borrowing or the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) In the aggregate Covered Debt Amount (immediately after giving effect to such extension case of credit and any Concurrent Transaction) shall not exceed the a Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters Letter of Credit as contemplated by Section 2.05(l)to be denominated in an Alternative Currency, or payment such currency remains an Eligible Currency. On the date of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the any Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit as required by Section 2.03Credit, 2.04 or 2.05(b), as applicable. Each Borrowing the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (but not a continuation or conversion thereofa) and each (b) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit Credit, the Aggregate Revolving Exposure (or any component thereof) shall be deemed to constitute a representation and warranty by not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in the preceding sentenceSection 2.01 or 2.05(b).

Each Credit Event. The obligation of each Lender to make any a Loan (including, on the Effective Date, the Initial Term Loans)occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) The representations and warranties of each Loan Party set forth in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) Documents shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided, orhowever, 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 and any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be. (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at At the time of and immediately after giving effect to such Loan Borrowing and the use of proceeds thereof or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (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 as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and[Reserved].] (d) the The Administrative Agent and, if applicable, the relevant Issuing Bank, shall have received a request for Borrowing Request or notice requesting the Borrowing issuance of a Letter of Credit (or the issuance, amendment, renewal or extension replacement thereof) in accordance with the requirements of such Letter of Credit as required by Section 2.03, 2.04 Section 2.04(b) or Section 2.05(b), as applicable. Each Borrowing (but not provided that a conversion or a continuation or conversion thereofof a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit (other than any Borrowing or issuance of Letter of Credit on the Closing Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the accuracy of the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section 4.02.