Common use of Conditions Precedent to All Loans Clause in Contracts

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the obligations of Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence as of the date of the occurrence of such Credit Event. In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of the Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.16. would occur after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by under the Loan Documents and (c) in the case of the borrowing of Loans, the Administrative Agent shall have received (i) a timely Notice of Borrowing, (ii) a certificate (as of the last day of the most recent calendar quarter) establishing sufficient Collateral Pool Availability for such borrowing and (iii) a certificate of Borrower confirming that the applicable Lenders Subsidiary Guarantor or Operating Lessee is in accordance compliance with the provisions requirements of Section 13.6any Franchise Agreement relating to the Loan and the execution and delivery of the Security Instrument with respect to the Collateral Property which is the subject thereof, pursuant to the Loan Documents. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any such Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfiedArticle VI. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of Lenders to make any Loans are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by hereunder; and (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, except as the Borrower may otherwise advise the Administrative Agent and Lenders in writing referencing this Section 6.2, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article VI have been satisfied. Unless set forth in writing to the contrarycontrary expressly and specifically referencing this Section, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the other Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of the Lenders to make any the Loans are all subject to the further conditions condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan the Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, party shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan the Loans with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by not prohibited under the applicable Lenders in accordance with the provisions of Section 13.6Loan Documents. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of the Loans, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is the Loans are made that all conditions to the making occurrence of such Loan Credit Event contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement Article V. have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction5.1., the obligations of the Lenders to make any the Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately the Loans after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is the Loans are made that all conditions to the making of such Loan Loans contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the other Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 5.1. and 6.2 5.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, The obligation of the obligations of Lenders to make any Loans are is all subject to the further conditions condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, party shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically not prohibited under the Loan Documents, and expressly permitted hereunder or waived or consented to by (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any such Loan is made that all conditions to the making occurrence of such Loan Credit Event contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement Article V. have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of the Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically not prohibited under the Loan Documents; and expressly permitted hereunder or waived or consented to by (c) in the applicable Lenders in accordance with case of the provisions borrowing of Section 13.6Loans, the Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth clauses (a) and (b) in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of the Lenders to make any Loans are is subject to the further conditions precedent that: (ai) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto, and none of the conditions described in Section 2.15. would exist after giving effect thereto; and (bii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except (x) to the extent that such representations and warranties are already qualified as to materiality, in which case they shall be true and correct in all respects, (y) to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (on and as of such earlier date except in to the case of a representation or warranty extent that such representations and warranties are already qualified by as to materiality, in which case such representation or warranty they shall have been be true and correct in all respects) respects on and as of such earlier date) and except (z) for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by and (iii) in the applicable Lenders in accordance with case of the provisions borrowing of Section 13.6Revolving Loans, the Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any such Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfiedArticle VI. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.132.15, with respect to any Commitment Increase an increase of the Term Loan Commitments incurred to finance a Limited Condition Transaction, in addition to satisfaction or waiver of the conditions precedent contained in Section 6.1, the obligations of Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist and be continuing as of the date of the making of such Loan or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.14 would occur after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by and (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.11. would occur after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically not prohibited hereunder and expressly permitted hereunder (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing, or waived or consented to by in the applicable Lenders in accordance with case of a Swingline Loan, the provisions Swingline Lender shall have received a timely Notice of Section 13.6Swingline Borrowing. Each Credit Event The making of each Loan shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the occurrence giving of notice relating to such Loan and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit EventLoan, as of the date of such Loan is made). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement Article V. have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, The obligation of the obligations of Lenders to make any Loans are is all subject to the further conditions condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, party shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically not prohibited under the Loan Documents, and expressly permitted hereunder or waived or consented to by (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to LEGAL02/36006473v7 have represented to the Administrative Agent and the Lenders at the time any such Loan is made that all conditions to the making occurrence of such Loan Credit Event contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement Article V. have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent to the first Credit Event contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction5.1., the obligations of Lenders to make any Loans are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (bb)(i) in the case of the first Credit Event, the representations and warranties made or deemed made by the Borrower and of each other Loan Party in each of the Loan Documents to shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which any case such representation or warranty shall be true and correct in all respects) on and as of them is a partythe date of the making of such Credit Event and (ii) in the case of all other Credit Events, the Continuing Representations shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically not prohibited hereunder and expressly permitted hereunder or waived or consented to by (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 5.1. and 6.2 5.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.. Execution Version

Conditions Precedent to All Loans. Except (a) In the event that the Lenders holding Unfunded Commitments elect to make a Loan as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transactionthis Agreement, the obligations of such Lenders to make any Loans are all subject to the further conditions condition precedent that: (ai) no Default or Event of Default shall exist have occurred and be continuing as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (bii) the representations and warranties made or deemed made by the Borrower and each other Loan Party Obligor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and without regard to any qualifications limiting such representations to knowledge or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsbelief) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by hereunder, (iii) in the applicable Lenders case of the borrowing of Loans, the Agent shall have received a timely Notice of Borrowing, and (iv) each of the conditions set forth in accordance with the provisions of Section 13.62.18 shall have been satisfied. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any such Loan is made that all applicable conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement Article V have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the obligations The obligation of Lenders each Bank to make any Loans are each Loan shall be subject to the further conditions precedent that: (a) no Default fulfillment at or Event of Default shall exist as of prior to the date time of the making of such Loan or would exist immediately after giving effect thereto; and of each of the following further conditions: (ba) the The representations and warranties made or deemed made by on the Borrower and each other Loan Party part of the Company contained in the Loan Documents to which any of them is a party, this Agreement shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on at and as of the date of the making of such Borrowing Date for each Loan with the same force and effect (other than any Refinancing Loan), as if though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date date). (b) Both before and after giving effect to such Loan (other than any Refinancing Loan), the Company shall be in compliance with the requirements of any applicable covenants pertaining to its incurrence of unsecured indebtedness. (c) No Event of Default and no Unmatured Event of Default (other than any Unmatured Event of Default which case such representations and warranties occurs as a result of a Bank Funding Default) shall have been true occurred and correct in all material respects be continuing on the Borrowing Date for such Loan (except in the case of a representation other than any Refinancing Loan), or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence as of the date of the occurrence of such Credit Event. In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to would result from the making of such Loan. (d) Either (i) the Elk Hills Acquisition shall have been (or shall simultaneously be) completed or (ii) the Company shall have (A) advised the Syndication Agent and the Administrative Agent that the Elk Hills Acquisition will be completed on a date not later than the fifth Business Day following the date on which such Loan contained in Section 6.1is to be, solely in the case of the initial Loans made hereunderor is available to be, whichever occurs firstmade, and in this Section (B) furnished to the extent applicable)Syndication Agent and the Administrative Agent a letter from the United States Department of Energy confirming that the Department of Energy is prepared, in the case of the making of all Loans have been satisfied. Unless set forth in writing subject to the contrarysatisfaction of applicable closing conditions, to complete the making of its initial Loan by a Lender shall constitute a certification by Elk Hills Acquisition on such Lender date and (C) implemented arrangements satisfactory to the Syndication Agent and the Administrative Agent for the benefit deposit of the Administrative Agent all proceeds of Loans made hereunder and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived all proceeds of commercial paper issued by the applicable Lenders Company to provide funds for the Elk Hills Acquisition in accordance with the terms of this Agreement have been satisfied.an account with

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of the Lenders to make any the Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan the Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan the Loans with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6not prohibited hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial a Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the other Lenders that the conditions precedent for initial the Loans set forth in Sections 6.1 and 6.2 Section 5.1. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of Lenders to make any Loans on and after the Effective Date are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.15 would occur after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by hereunder, and (c) in the applicable Lenders in accordance with case of the provisions borrowing of Section 13.6Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence as of such date (unless the Borrower otherwise notifies the Administrative Agent prior to the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article V have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 5.1 and 6.2 5.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied; provided that this sentence shall inure only to the benefit of the Administrative Agent and the Lenders and not to the Borrower or any other Loan Party.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, The obligation of the obligations of Lenders to make any Loans are is subject to the further conditions precedent that: (a) no Default or Event of Default shall exist have occurred and be CREDIT AGREEMENT continuing as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party its Subsidiaries in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by hereunder; and (c) in the applicable Lenders in accordance with case of the provisions borrowing of Section 13.6Loans (other than Swing Line Loans), Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless Borrower otherwise notifies Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any such Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans SECTION 5 have been satisfied. Unless set forth Each condition precedent in writing this Agreement is material to the contrarytransactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Requisite Lenders, the making of its initial Lenders may fund any Loan by a Lender shall constitute a certification by such Lender without all conditions being satisfied, but, to the Administrative Agent for extent permitted by Applicable Law, the benefit same shall not be deemed to be a waiver of the Administrative Agent and the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Requisite Lenders that the conditions precedent for initial Loans set forth specifically waive each such item in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfiedwriting.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the obligations of Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of On the date of each Loan hereunder and any advance under the making of such Loan or would exist immediately after giving effect thereto; and revolving credit facility (ba) the representations and warranties made or deemed made by of the Borrower and each other Loan Party contained in the Loan Documents to which any Section 4 of them is a party, this Agreement shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date dates as if they had been made on such dates (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (b) the Borrower shall be in compliance with all material terms and provisions set forth herein on its part to be observed or performed on or prior to such dates as well as those terms and provisions the non-compliance with which case could have a material adverse effect on the business or operations of Borrower or the Bank's ability to recover all Obligations; (c) after giving effect to any Loan hereunder to be made on such representations dates, no Event of Default, nor any event which with the giving of notice or expiration of any applicable grace period or both would constitute such an Event of Default, shall have occurred and warranties be continuing; (d) since the date of this Agreement, there shall have been true and correct in all no material respects (except adverse change in the case assets or liabilities or in the financial or other condition of a representation the Borrower or warranty qualified by materialityany Guarantor; and (e) upon request of the Bank, the Borrower shall deliver to the Bank an officer's certificate in which case such representation or warranty shall have been true and correct in all respects) on and form satisfactory to the Bank affirming compliance with the conditions of subsection 3.2 as of such earlier date) and except such. Each request for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to a Loan made by the applicable Lenders in accordance with the provisions of Section 13.6. Each Credit Event Borrower hereunder shall constitute a certification by the Borrower representation and warranty to the effect set forth Bank that all of the conditions specified in the preceding sentence this subsection 3.2 have been satisfied as of the date of the occurrence of each such Credit Event. In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfiedLoan.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence as of the date of the occurrence of such Credit Event. In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans Loan made hereunder, whichever occurs first, and in this Section (to the extent applicable)Section, in the case of the making of all Loans have been satisfiedsatisfied or waived. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction6.1., the obligations of the Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance, and no violation of the limits described in Section 2.16. would exist immediately occur after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event. In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 6.1. and 6.2 6.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction6.1, the obligations of Lenders to make any Loans are is subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.11 would occur after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by and (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented DB1/ 113000430.10 to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction6.1., the obligations of Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which ​ case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by hereunder; and (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article VI. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 6.1. and 6.2 6.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.. ​

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of Lenders to make any the Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan the Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan the Loans with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically not prohibited hereunder; and expressly permitted hereunder or waived or consented (c) with respect to by Loans made available under Section 2.16., the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing for such Loans[intentionally omitted]. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial a Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the other Lenders that the conditions precedent for initial the Loans set forth in Sections 6.1 and 6.2 Section 5.1. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of (i) Lenders to make any Loans and (ii) the Issuing Bank to issue Letters of Credit, are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.16. would occur after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Requisite Lenders in accordance with the provisions of Section 13.613.7.; and (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing, or in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such Loan or issuance of such Letter of Credit contained in Section 6.1., solely in the case of the initial Loans made or Letter of Credit issued hereunder, whichever occurs first, and in this Section (to the extent applicable)Section, in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms issuance of this Agreement all Letters of Credit, have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, The obligation of the obligations of Lenders to make any Loans are is subject to the further conditions precedent that: (a) no Default or Event of Default shall exist have occurred and be continuing as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party Subsidiary in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented hereunder; (c) the Agent shall have received a timely Notice of Borrowing; (d) in the case of a borrowing of Loans in excess of $20,000,000 in aggregate principal amount, the Borrower shall have delivered to by the Agent a Compliance Certificate and a Collateral Pool Certificate evidencing continued compliance with the applicable Lenders terms of this Agreement; and (e) the Borrower shall have provided evidence satisfactory to the Agent that the Borrower will be able to continue to be in accordance compliance with the provisions requirements of the last sentence of Section 13.610.2. Each Credit Event after giving effect to such Loans. The making of each Loan shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the occurrence giving of notice relating to such Loan and, unless the Borrower otherwise notifies the Agent prior to the date of the making of such Credit EventLoan, as of the date of the making of such Loan). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders Lender at the time any such Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfiedArticle VI. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto, and none of the conditions described in Section 2.14. would exist after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) in the case of the borrowing of Revolving Loans, the Agent shall have received a timely Notice of Borrowing, or waived or consented to by in the applicable Lenders in accordance with case of a Swingline Loan, the provisions Swingline Lender shall have received a timely Notice of Section 13.6Swingline Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any such Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfiedArticle VI. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, The obligation of the obligations of Lenders to make any Loans are Loan is subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.15. would occur after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct accurate in all material respects (except in the case of a unless such representation or and warranty is qualified by materiality, in which case event such representation or and warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a unless such representation or and warranty is qualified by materiality, in which case event such representation or and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with Loan Documents; (c) the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing; and (d) there shall not have occurred any event, change, circumstance or other occurrence that has had a Material Adverse Effect. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any such Loan is made that all conditions to the making of such Loan contained in Section Sections 6.1, solely . and 6.2. (in the case of the initial Loans made hereunder, whichever occurs first, and first such Loan) or Section 6.2. (in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement subsequent cases) have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of (i) Lenders to make any Loans and (ii) the Issuing Bank to issue Letters of Credit, are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.16. would occur after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Requisite Lenders in accordance with the provisions of Section 13.613.7.; (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing, or in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing and (d) in the case of the issuance of a Letter of Credit or the making of a Swingline Loan, no Lender shall be a Defaulting Lender or Potential Defaulting Lender; provided, however, in the case of the issuance of a Letter of Credit, the Issuing Bank shall waive this condition precedent on behalf of itself and all Lenders if cash collateral or other credit support satisfactory to the Issuing Bank has been pledged or otherwise provided to the Administrative Agent for the benefit of the Issuing Bank in respect of such Defaulting Lender’s or Potential Defaulting Lender’s participation in such Letter of Credit in accordance with Section 2.3.(l). Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such Loan or issuance of such Letter of Credit contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfiedArticle VI. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction5.1., the obligations of the Lenders to make any the Loans are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan the Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is the Loans are made that all conditions to the making of such Loan Loans contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan on the Effective Date and its Additional Loans, if any, by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the other Lenders that the conditions precedent for initial such Loans as set forth in Sections 6.1 5.1. and 6.2 5.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction6.1, the obligations of Lenders to make any Loans are is subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.11 would occur after giving effect thereto; and (b) the representations and warranties (other than in the case of a reborrowing pursuant to Section 2.5(b), the representations and warranties set forth in Section 7.1(e) and (h)) made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by and (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction5.1., the obligations obligation of the Lenders to make any Loans are is subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan Loans with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is Loans are made that all conditions to the making of such Loan Loans contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the other Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 5.1. and 6.2 5.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of the Lenders to make any Loans (including the Initial Term Loan) are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by and (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely this Article V. that have not been waived in accordance with the case terms of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Agreement have been satisfied. Unless set forth in writing to the contrary, the making of its initial the Initial Term Loan by a each Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the other Lenders that the conditions precedent for initial Loans the Initial Term Loan set forth in Sections 6.1 5.1. and 6.2 5.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfiedsatisfied as of the Initial Funding Date.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction6.1, the obligations of Lenders to make any Loans are is subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.11 would occur after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by and (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, The obligation of the obligations of Lenders Lender to make any Loans are Loan is subject to the further conditions condition precedent that: (a) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respects with Regulation U and to the extent required by Regulation U, the Lender shall have received a copy of either (i) FR Form U-1, duly executed and delivered by the Borrower, in form acceptable to the Lender or (ii) a current list of the assets of the Borrower (including all “margin stock” (as defined in Regulation U) from the Borrower), in form acceptable to the Lender and in compliance with Section 221.3(c)(2) of Regulation U; (b) the Lender shall have received the statements and reports required pursuant to Article VIII.(b) in connection with the request for a Loan, (c) the Lender shall have received a certificate setting forth the Net Asset Value in accordance with Article VIII. (c), (d) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (be) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them it is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Lender prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders Lender at the time any such Loan is made that all conditions to the making occurrence of such Loan Credit Event contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement Article V. have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction6.1. as of the First Credit Event, the obligations of Lenders to make any Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence as of the date of the occurrence of such Credit Eventhereunder. In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article VI. have been satisfied, including those contained in the preceding sentence. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 6.1. and 6.2 6.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of Lenders to make any the Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan the Loans or would exist immediately after giving effect thereto; , and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan the Loans with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6not prohibited hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial a Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the other Lenders that the conditions precedent for initial the Loans set forth in Sections 6.1 and 6.2 Section 5.1. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, The obligation of the obligations of Lenders Lender to make any Revolving Loans are and the Term Loan is subject to the further conditions condition precedent that, as of the date of each such Revolving Loan or the Term Loan and after giving effect thereto: (a) no Default or Event of Default shall exist have occurred and be continuing or would occur as a result of the date of the making of such Loan or would exist immediately after giving effect theretoBorrowing; and (b) the representations and warranties made or deemed made by the Borrower in this Agreement and the other Loan Documents to which it is a party and by each other Loan Party in the Loan Documents to which any of them it is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically permitted hereunder; and expressly permitted hereunder or waived or consented to (c) no Materially Adverse Effect has occurred since the Effective Date. Each Notice of Borrowing delivered by the applicable Lenders in accordance with Borrower to the provisions Lender hereunder and each Borrowing of Section 13.6. Each Credit Event Loans shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of such instrument and as of the occurrence date of such Credit Event. In additionBorrowing, after giving effect to such Borrowing) and such Notice of Borrowing shall have attached to it a Compliance Certificate based on the Borrower shall be deemed to have represented last financial statements delivered to the Administrative Agent Lender pursuant to Article VII hereof, showing compliance immediately prior to and the Lenders at the time any Loan is made that all conditions to the making of after such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfiedBorrowing.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction5.1, the obligations of Lenders to make any Loans are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be 45 true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by and (c) the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the other Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 Section 5.1 and 6.2 Section 5.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, The obligation of the obligations of Lenders to make any Loans are is subject to the further conditions precedent that: (a) no Default or Event of Default shall exist have occurred and be continuing as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party Subsidiary in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented hereunder; (c) the Agent shall have received a timely Notice of Borrowing; and (d) in the case of a borrowing of Loans in excess of $20,000,000 in aggregate principal amount, the Borrower shall have delivered to by the Agent a Compliance Certificate and an Unencumbered Pool Certificate evidencing continued compliance with the applicable Lenders in accordance with the provisions terms of Section 13.6this Agreement. Each Credit Event The making of each Loan shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the occurrence giving of notice relating to such Loan and, unless the Borrower otherwise notifies the Agent prior to the date of the making of such Credit EventLoan, as of the date of the making of such Loan). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders Lender at the time any such Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfiedArticle VI. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of Lenders to make any Loans are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6.; (c) the Administrative Agent shall have received a timely Notice of Borrowing and (d) in the case of a Loan to be denominated in a Foreign Currency, such relevant Foreign Currency shall be readily available and freely transferable and convertible to Dollars and there shall not have occurred any change in national or international financial, political, or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent would make it impracticable for such Foreign Currency Rate Loans to be made. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence as of the date of the occurrence of such Credit Event. In addition, the Borrower shall be deemed to have represented to the Administrative Agent Agent, and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1., solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable)Section, in the case of the making of all Loans Loans, have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 Section 6.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of the Lenders to make any the Loans are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan the Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan the Loans with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial a Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the other Lenders that the conditions precedent for initial the Loans set forth in Sections 6.1 5.1. and 6.2 5.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfiedsatisfied as of the Effective Date.

Conditions Precedent to All Loans. Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the The obligations of the Lenders to make any Loans are subject to the further conditions condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a partyparty (including the representation set forth in Section 6.1(l) hereof, except to the extent covered by clause (c) below), shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically not prohibited under the Loan Documents and expressly permitted hereunder (c) no Material Adverse Effect or waived or consented to by material adverse effect on the applicable Lenders business prospects of the Borrower and its Subsidiaries taken as a whole shall have occurred, in accordance with either case as a result of the provisions occurrence of an event specified in Section 13.68.6(r) hereof. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any such Loan is made that all conditions to the making occurrence of such Loan Credit Event contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement Article V. have been satisfied.

Conditions Precedent to All Loans. Except as otherwise expressly provided In addition to satisfaction or waiver of the conditions precedent contained in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction6.1., the obligations of the Lenders to make any Loans are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date); and (c) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions Administrative Agent shall have received a timely Notice of Section 13.6Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of the making of all Loans Article VI. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 6.1. and 6.2 6.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.