Common use of Each Credit Event Clause in Contracts

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

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

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

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

Each Credit Event. The After the Effective Date, the obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit (other than any Borrowing or issuance of a Letter of Credit under any Incremental Facility), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, except (i) in each case, to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, they shall be true and correct in which case, on and all material respects as of such earlier date. (b) At the date time of and immediately after giving effect to such Borrowing Borrowing, or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request relating to the applicable Loan to be made in accordance with Section 2.03 2.03. Each Borrowing (provided that a conversion or a request for a Letter of Credit (including an amendment, extension or renewal continuation of a Letter Borrowing shall not constitute a “Borrowing” for purposes of Credit) in accordance with this Section 2.08(b4.02), as applicable. Each request for other than a Borrowing on the Effective Date or under any Incremental Facility, and each request for the issuance, amendment, renewal or extension of any a Letter of Credit (other than any issuance, amendment, renewal or extension of a Letter of Credit on the Effective Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section 4.02. Notwithstanding the foregoing, in the case of any Borrowing after the Effective Date the proceeds of which are used to finance a Limited Condition Transaction, clause (a) above shall be limited to the Specified Representations and clause (b) above shall be limited to any Specified Event of Default.

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

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

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

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

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

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

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

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

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

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

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

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (e) Parent Borrower shall have delivered a Borrowing Request to the Administrative Agent in accordance with Section 2.03. (f) With respect to a Delayed Draw Term Loan Borrowing only, the Borrowers shall (i) have demonstrated to the reasonable satisfaction of the Administrative Agent that the Borrowers are in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) use the proceeds of such Delayed Draw Term Loan solely to finance a Permitted Acquisition. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) through (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) through (d) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and (b)an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditionsconditions and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (b) The representations at the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) to the extent any other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are expressly limited shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which casecase they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, on in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (c) the date Borrower shall have delivered the required Notice of such Borrowing; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the date of issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct set forth in all respects. (c) Solely with respect to the making of any Loan hereunderthis Section 3.2, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) Issuing Bank will not be required to be used on issue, amend or around such date, but in increase any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section 3.2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, and of Borrowing (including the Issuing Bank to issue, amend, renew or extend any Letter of Credit initial funding) is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless such representation and warranty is already qualified by materiality, in which case such representation or warranty shall simply be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, such representations and warranties shall continue to be true and correct as aforesaid as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 together with such other documents as the Administrative Agent or a any Lender (acting through the Administrative Agent) may reasonably request for a Letter in support thereof. (d) Subject to Permitted Variances, the Debtors shall be in compliance in all respects with the DIP Budget, and the amount requested in the relevant Borrowing Request shall be used to fund disbursements described in the DIP Budget. (e) The Interim Financing Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified or amended or, if the date of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or requested extension of any Letter credit is more than thirty (30) days after the Effective Date, or if the amount of Credit the Loan, together with the total outstanding principal amount of the Loans, would exceed the maximum amount authorized pursuant to the Interim Financing Order, then (x) the Administrative Agent shall have received, with a copy for each Lender, a date stamped copy of the Final Financing Order entered by the Bankruptcy Court, in form and substance satisfactory to the Required Lenders with such changes thereto as may be approved by the Required Lenders and their counsel and (y) the Final Financing Order shall be deemed to constitute a representation in full force and warranty by effect and shall not have been vacated, stayed, reversed, modified or amended; provided that the Borrower on the date thereof as Required Lenders may approve any amendment or modification to the matters specified in Financing Orders (except that any amendment or modification to any Financing Order that would have the foregoing clauses (a) and (beffect of revising provisions contained herein that require the consent of all of the Lenders pursuant to Section 12.01 will require the consent of all of the Lenders).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing that increases the outstanding amount of Loans hereunder, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit that increases the outstanding LC Exposure, is subject to the satisfaction or waiver of the following conditions: (a) The representations and warranties of the Borrower and the other Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representation or warranty is stated to relate to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) To the extent any of the proceeds of any such Loan are used to repay or prepay Indebtedness permitted to exist under Section 6.02(d) or Section 6.02(h), the Borrower shall deliver to the Administrative Agent at least 10 days or more prior to such repayment or prepayment (or such lesser time as acceptable to the Administrative Agent), a Compliance Certificate evidencing pro-forma compliance after giving effect to such repayment or prepayment for a period commencing the date thereof through the Maturity Date, together with supporting projections with respect thereto. (d) The representations Borrower is in compliance, and warranties will be in compliance after giving effect to such Borrowing, or such issuance, amendment, renewal and extension of any Letter of Credit, with the 2001 Senior Subordinated Debt Documents (including, without limitation, the 2001 Senior Subordinated Notes Indenture), the 2005 Senior Subordinated Debt Documents (including, without limitation, the 2005 Senior Subordinated Notes Indenture), the Exchange Notes Documentation (including, without limitation, the Exchange Notes Indenture) and all documentation executed in connection with any junior or subordinate financing incurred in accordance with the terms of Section 6.05, including, without limitation, the provisions of the indentures related thereto. (e) The Borrower and shall deliver to the Guarantors set forth Administrative Agent a Compliance Certificate demonstrating pro forma compliance with all covenants in this Agreement Agreement, including, without limitation, the financial covenants contained in Section 6.01. Each Borrowing and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)) of this Section.

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

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited relate to an earlier date, in which case, on . (b) At the time of and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to In the making case of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit, or the borrowing of any loans or the creation of any other credit exposures under any incremental credit facility established under Section 10.02(c) that will result in the Total Credit Agreement Exposure exceeding the Base Credit Limit (less the Swissco Guarantee Amount Shortfall, if any) (i) the Swissco Senior Secured Leverage Ratio at the end of the most recent fiscal quarter for which financial statements shall have been received under Section 6.04(a) or (b) (recomputed on a pro forma basis after giving effect to the extension of credit to be made as if such extension of credit had been made on the first day of the relevant period for such computation) is less than 2.25 to 1.00 and (ii) the Collateral and Guarantee Requirement shall be satisfied in all material respects for each of Swissco and each Intercompany Foreign Borrower, if any, that will receive the proceeds or the benefit of such extension of credit. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit (other than those in which a Revolving Loan is being continued or converted without any increase in the aggregate principal amount thereof or a Letter of Credit is being extended or renewed) shall be deemed to constitute a representation and warranty by GrafTech, Global and the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (other than any Borrowing made on the Effective Date), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendmentamendment or extension of such Letter of Credit, renewal as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, except no Default shall have occurred and be continuing. (ic) After giving effect to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, the Borrowers shall be in compliance with the Revolving Exposure Limitations. (i) The Final Order shall have been entered following the expiration of the Interim Order; (ii) the Interim Order, the Canadian Recognition Order or the Final Order, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier datenot have been vacated, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality stayed, reversed, modified, or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but amended in any event not manner adverse to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent without the Administrative Agent’s consent and shall otherwise be in full force and effect; and (iii) no motion for reconsideration of a Borrowing Request in accordance with Section 2.03 the Interim Order or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b)the Final Order, as applicable, shall have been timely filed by a Debtor of any of their Subsidiaries. Each request for a Borrowing and each request for the issuance, amendment, renewal amendment or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraph (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Applicable Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Applicable Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No Qualified Cash Withdrawal Notice shall be have been delivered, unless the prepayment (and, if applicable, cash collateralization) required by Section 2.10(h) in relation to such Qualified Cash Withdrawal Notice shall have been completed. (e) The Borrower shall certify (i) compliance with Section 6.14 and (ii) with respect to any Cash-Based Extension of Credit, that the aggregate amount in the Qualified Cash Equivalents Account as of such date is at least equal to the aggregate amount of such Cash-Based Extension of Credit together with all other Cash-Based Extensions of Credit then outstanding. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b), (c), (d) and (b)e) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) During a Springing Control Period, no Qualified Cash Withdrawal Notice shall have been delivered, unless the prepayment (and, if applicable, cash collateralization) required by Section 2.10(h) in relation to such Qualified Cash Withdrawal Notice shall have been completed. (e) The Borrower shall certify (i) compliance with Section 6.14 and (ii) during a Springing Control Period, with respect to any Cash-Based Extension of Credit, that the aggregate amount in the Qualified Cash Equivalents Account as of such date is at least equal to the aggregate amount of such Cash-Based Extension of Credit together with all other Cash-Based Extensions of Credit then outstanding. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b), (c), (d) and (b)e) of this Section.

Each Credit Event. The obligation of each Lender to ------------------ make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties, shall, to such extent, be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of On the date of such Borrowing, no Material GWI Occupancy is continuing. (d) No default shall have occurred and be continuing under the Supply Agreement (i) that enables or permits GWI to terminate the Supply Agreement, if at the time the Guaranteed Revenues that are to be paid after such date exceed $50,000,000, or (ii) that enables or permits the Borrower to terminate the Supply Agreement, if at the time the Guaranteed Revenues that are to be paid after such date exceed $50,000,000, and GWI has not paid in excess of $25,000,000 due and owed to the Borrower under the Supply Agreement. Each Borrowing or the date of and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by Catalytica and the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any new Loan, Borrowing and (ii) of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, in each case other than on the Effective Date or in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or Borrowing, the date of issuance, amendment, renewal or extension of such Letter of CreditCredit or the date of such extension, as applicablethe case may be (in each case, except (i) unless such date is the Effective Date); provided that, to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, they shall be true and correct in which case, on and all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such Borrowing credit extension or on such earlier date, as the date case may be. (b) At the time of and immediately after giving effect to such Borrowing, the issuance, amendment, renewal or extension of such Letter of CreditCredit or such extension, as applicablethe case may be, such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality continuing or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectswould result therefrom. (c) Solely with respect to To the making of any Loan hereunderextent this Section 4.02 is applicable, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents each Borrowing (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on provided that a conversion or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit (including an amendment, extension or renewal of a Letter of Creditthis Section) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)) of this Section. With respect to any Borrowing of Revolving Loans or Swingline Loans, or issuance of a Letter of Credit, at the time of such Borrowing or issuance, the aggregate then-outstanding Revolving Exposure, plus the aggregate amount of then-outstanding Junior Lien Revolving Exposure, shall not be greater than $650,000,000.

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew a Loan or extend any provide a Letter of Credit Guarantee or to permit the Borrower to obtain any F/X Contract on the occasion of any Borrowing, (including on the occasions of the initial Borrowings hereunder), is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of each such Borrowing or (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, ) as if made on such date (except where such representation or warranty refers to a different date); (ib) at the time of and immediately after giving effect to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable), such representations no Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, Agent shall have received a Borrowing Request in the principal amount of such Loan plus the aggregate amount of cash manner and Cash Equivalents (other than Excluded Cash) of the Credit Parties at within the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified period required by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold.Section 2.3; and (d) The receipt except as may be otherwise agreed to from time to time by the Administrative Agent and the Borrower in writing, after giving effect to the extension of a credit requested to be made by the Borrower on such date, the aggregate Exposure will not exceed the lesser of (i) the Commitments, or (ii) an amount equal to the Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicableBase. Each request for a Borrowing and Borrowing, including each request for the issuance, amendment, renewal or extension of any a Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the accuracy of the matters specified in the foregoing clauses paragraphs (a) and (b)) above. This requirement does not apply on the conversion or rollover of an existing Borrowing provided that the aggregate outstanding Borrowings will not be increased as a consequence thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, and any conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans pursuant to Section 2.20, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or Borrowing, the date of issuance, amendment, renewal or extension of such Letter of Credit or any conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans pursuant to Section 2.20, as applicableapplicable (other than representations and warranties that relate to a specific earlier date, except (i) to the extent any so long as such representations and warranties are expressly limited to an were true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit or any conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans pursuant to Section 2.20, as applicable, such representations no Default shall have occurred and warranties be continuing. (c) In the case of Initial Term Loans made during the Delayed Funding Period, (i) the 9.00% Redemption shall continue to be true and correct as effected concurrently with the funding of such specified earlier dateInitial Term Loans, on terms and pursuant to documentation reasonably satisfactory to the U.S. Administrative Agent, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) U.S. Administrative Agent shall continue to be true and correct in all respects. (c) Solely reasonably satisfied with respect to the making arrangements for the deposit of any Loan hereunder, the principal amount proceeds of such Loan plus Initial Term Loans with the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of trustee for the Credit Parties at 9.00% Notes in order to effect the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable9.00% Redemption. Each request for a Borrowing and Borrowing, each request for the issuance, amendment, renewal or extension of any a Letter of Credit and each conversion of Tranche B Credit-Linked Deposits to Tranche B Term Loans shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) NoDuring a Springing Control Period, no Qualified Cash Withdrawal Notice shall be have been delivered, unless the prepayment (and, if applicable, cash collateralization) required by Section 2.10(h) in relation to such Qualified Cash Withdrawal Notice shall have been completed. (e) The Borrower shall certify (i) compliance with Section 6.14 and (ii) during a Springing Control Period, with respect to any Cash-Based Extension of Credit, that the aggregate amount in the Qualified Cash Equivalents Account as of such date is at least equal to the aggregate amount of such Cash-Based Extension of Credit together with all other Cash-Based Extensions of Credit then outstanding. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b), (c), (d) and (b)e) of this Section.

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

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

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) no Protective Advance shall be outstanding (unless all or a portion of the proceeds of such Borrowing is contemporaneously used to pay any such Protective Advance in full). (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Immediately after giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) Availability shall not exceed the Excess Cash Thresholdbe less than zero. (d) The receipt by the Administrative Agent of a For any Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed during a period that is not a Monthly Reporting Activation Period, if the amount of such requested Borrowing or Letter of Credit is equal to constitute a representation and warranty by or greater than $15,000,000, then the Borrower on shall deliver an updated Borrowing Base Certificate to the Administrative Agent concurrently with the delivery of the applicable Borrowing Request or notice requesting the issuance of a Letter of Credit under Section 2.06(b); provided, that, if a Borrowing Base Certificate was delivered during the thirty (30) day period immediately prior to the date thereof as of such Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower shall not be required to the matters specified in the foregoing clauses deliver an updated Borrowing Base Certificate under paragraph (ad) and (b)of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including without limitation any Term Borrowing on the Term Drawdown Date), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The Effective Date shall have occurred. (b) The representations and warranties of the Obligors set forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that (i) the representations and warranties set forth in Section 3.06(a) of this Agreement regarding any action, suit or proceeding which involves the Acquisition Documents or the Acquisition are made on and as of any such date only if such date occurs on or after the Term Drawdown Date, (ii) the representations and warranties set forth in Sections 3.04(d), 3.14 and 3.15(b) of this Agreement are made on and as of the Term Drawdown Date only and (iii) the representations and warranties set forth in Section 3.15(a) of this Agreement are made on and as of the Effective Date only. (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bd) The representations and warranties Solely if such Borrowing is to be made, or such Letter of Credit is to be issued, amended, renewed or extended on any date prior to the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of Refinancing Date, immediately after giving effect to such Borrowing or such issuance, amendment, renewal or extension, as the date of case may be, the aggregate Revolving Credit Exposure does not exceed $40,000,000. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (ab), (c) and (b)d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing, of the Swingline Lender to make a Swingline Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit is Credit, and any reallocation of a Defaulting Lender’s participation in LC Exposure and Swingline Loans as provided in Section 2.21, shall be subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit or such reallocation, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (cb) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at At the time of the making of such Loan (before and immediately after giving effect thereto) minus the principal amount of to such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit Credit, or such reallocation, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.04. Each of the giving of the applicable Notice of Borrowing, the acceptance by the Borrower of the proceeds of such Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit, and the reallocation of such Defaulting Lender’s participation in the LC Exposure and Swingline Loans, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

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

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, except (i) that to the extent any such representations and warranties are expressly limited representation or warranty specifically refers to an earlier date, such representation and warranty shall be true and correct in which case, all material respects on and as of such earlier date; provided, further, that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) At the date time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely With respect to any Borrowing of Tranche B Revolving Loans: (i) on the Eighth Amendment Effective Date, the Borrowers shall have provided the Tranche B Revolving Loan Lenders with evidence reasonably satisfactory to them that the certificate required under Section 4.13(a)(2)(B) of the High Yield Indenture has been delivered to the trustee under the High Yield Indenture; (ii) after the Eighth Amendment Effective Date, if after the making of such Borrowing, the aggregate outstanding principal amount of Tranche B Loans will exceed $25,000,000, the receipt by the Partnership of a fairness opinion with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Tranche B Revolving Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b)Facility, as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as required pursuant to the matters specified High Yield Note Indenture, in form and substance reasonably satisfactory to the foregoing clauses (a) and (b)Tranche B Revolving Lenders, from a firm reasonably acceptable to the Tranche B Revolving Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, of the Swingline Lender to make a Swingline Loan on the occasion of any Swingline Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of To the Borrower and extent the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date proceeds of such Borrowing or will be used to finance expenditures relating to property, plant and equipment, after giving effect to such Borrowing, there shall be at least $5,000,000 of unused Revolving Commitments, provided that, for purposes of this clause (c), the date amount of unused Revolving Commitments shall be deemed to include amounts that will be due to the Borrower at the closing of any Sale Leaseback relating to Academies under construction at such time if the Borrower has entered into a written agreement with respect to such Sale Leaseback at such time. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the Issuing Bank Bank(s) to issue, amend, renew issue Letters of Credit or extend amend any Letter of Credit to increase the amount thereof, is subject to the satisfaction of the following conditions: (a) With respect to any Borrowing requested to be made on the Eleventh Amendment Closing Date the proceeds of which will be used to pay Acquisition Costs (as defined in the Eleventh Amendment), solely those conditions contained in Section 5 of the Eleventh Amendment. (b) At any other time after the Eleventh Amendment Closing Date: (i) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal any such issuance or extension amendment of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (bii) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal any such issuance or extension amendment of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. (iii) At the time of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, and also after giving effect thereto, the Consolidated Cash Balance shall not exceed the lesser of (i) $30,000,000 and (ii) to 10% of the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectsLoan Limit. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (div) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal any such amendment to increase the amount of a Letter of Credit) in accordance with Section 2.08(b2.09(b), as applicable. Each request for a any such Borrowing and each request or for the issuance, amendment, renewal or extension issuance of any Letter of Credit or for any amendment to increase the amount of any Letter of Credit after the Eleventh Amendment Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (aSection 6.02(b)(i) and (bthrough Section 6.02(b)(iii).

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default, and at any time that is not an Investment Grade Period, no Borrowing Base Deficiency, shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents Documents, other than those set forth in Section 7.04(b) and clause (i) of Section 7.05, shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request (whether in writing or by telephone) in accordance with Section 2.03 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable, unless a Borrowing Request is not required hereunder to obtain such Loan or Letter of Credit to be made or issued hereunder. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (bSection 6.02(a)-(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (b) The at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of the Borrower and the Guarantors each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicablein each case before and after giving effect thereto, except (i) to the extent any such other than representations and or warranties are expressly limited which relate to an earlier date, in which casecase such representations and warranties shall have been true and correct on such earlier date; (c) the applicable Borrower shall have delivered the required Notice of US Revolving Borrowing or Notice of Canadian Prime Rate Borrowing; and (d) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on and as of the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 5.2. In addition to the other conditions precedent herein set forth, if any US Lender is a Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations set forth in this Section 5.2, no US Issuing Bank will be required to issue, amend or increase any US Letter of Credit and warranties shall continue the Swingline Lender will not be required to be true make any Swingline Loans, unless they are satisfied that 100% of the related US LC Exposure and correct Swingline Exposure is fully covered or eliminated by any combination satisfactory to the relevant US Issuing Bank or the Swingline Lender, as the case may be, of the following: (i) in the case of a Defaulting Lender, the US LC Exposure and Swingline Exposure of such specified earlier dateDefaulting Lender is reallocated, as to outstanding and future US Letters of Credit and Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 4.19(a)(1) above; and (ii) in the case of a Defaulting Lender, without limiting the provisions of Section 4.19(a)(2), the US Borrowers Cash Collateralize their reimbursement obligations in respect of such US Letter of Credit or Swingline Loan in an amount at least equal to the extent that any aggregate amount of the unreallocated obligations (contingent or otherwise) of such representation Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or the US Borrowers make other arrangements satisfactory to the Administrative Agent, the US Issuing Banks and warranty is expressly qualified the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by materiality such Defaulting Lender or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.Potential Defaulting Lender; (ciii) Solely with respect to in the making case of any Loan hereundera Defaulting Lender, the US Borrowers agree that the face amount of such requested US Letter of Credit or the principal amount of such requested Swingline Loan plus will be reduced by an amount equal to the aggregate amount of cash and unreallocated, non-Cash Equivalents (other than Excluded Cash) Collateralized portion thereof as to which such Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such US Letter of Credit Parties or such Swingline Loan will, subject to the limitation in the proviso below, be on a pro rata basis in accordance with the Revolving Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 4.15 will be deemed adjusted to reflect this provision; provided that the sum of each Non-Defaulting Lender’s total US Revolving Credit Exposure may not in any event exceed the US Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reduction provided, however that (a) the making sum of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendmentits Revolving Commitment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the US Borrowers, the Administrative Agent, any US Issuing Bank, the Swingline Lender or any other US Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender.

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

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

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

Each Credit Event. The obligation of each Lender the Agent (on behalf of the Lenders) to make any new Loan, and of the Issuing Bank Loan or CIT to issue, amend, renew or extend any provide a Letter of Credit Guarantee on the occasion of any Borrowing, (including on the occasions of the initial Borrowings hereunder), is subject to the satisfaction of the following conditions: (a) At the representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents shall be true and correct on and as of the date of each such Borrowing (including the date of issuance, amendment, renewal or extension of a Letter of Credit Guarantee or Letters of Credit, as applicable) as if made on such date (except where such representation or warranty refers to a different date). With respect to any such representations and warranties that do not relate solely to the Effective Date or any other specific earlier date, the Credit Parties may supplement each such representation or warranty and/or any applicable schedule herein or in any other Loan Document, with respect to any matter hereafter arising that would have been required to be set forth as an exception to such representation or warranty and/or any applicable schedule or that is necessary to correct any such representation or warranty and/or any applicable schedule which has been rendered inaccurate thereby; provided that no such supplement to any such representation or warranty and/or any applicable schedule shall amend, supplement or otherwise modify any representation or warranty and/or any applicable schedule, or be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to by the Agent and the Required Lenders in writing; (b) at the time of and immediately after giving effect to such Borrowing or (including the issuance, amendment, renewal or extension of such Letter of Credit, as applicable), no Default or Event of Default shall have occurred and be continuing.; (c) the Agent shall have received a Canadian Borrowing Request or U.S. Borrowing Request, as applicable, in the manner and within the time period required by Section 2.3; (d) after giving effect to the extension of credit requested to be made by a Borrower on such date (i) the aggregate Exposure will not exceed the lesser of (a) the Commitments, or (b) The representations an amount equal to the Borrowing Base, and warranties of (ii) Excess Availability shall not be less than $35,000,000; and (e) the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents Borrowing shall be true and correct in all material respects not violate any Applicable Law on and as of the date of such Borrowing or the date of date. Each Borrowing, including each issuance, amendment, renewal or extension of such a Letter of Credit Guarantee or a Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the accuracy of the matters specified in the foregoing clauses paragraphs (a), (b) and (b)d) above. This requirement does not apply on the conversion or rollover of an existing Borrowing provided that the aggregate outstanding Borrowings will not be increased as a consequence thereof.

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

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

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

Each Credit Event. The (a) Except as provided in paragraph (b) of this Section 4.02, the obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (ai) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of the date of the making of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (ii) At the time of and immediately after giving effect to the making of such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (biii) The representations and warranties of After giving effect to the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date making of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except the Aggregate Credit Exposure shall not exceed the lesser of (i) to the extent any such representations and warranties are expressly limited to total Revolving Commitments then in effect or (ii) other than in the case of a Protective Advance or an earlier dateOveradvance, the Borrowing Base then in which caseeffect, on and and, other than in the case of a Protective Advance or an Overadvance, the Administrative Agent shall have received a Borrowing Base Certificate as of a date not earlier than the last day of the most recent fiscal month ended at least 20 days prior to the date of the making of such Borrowing Loan or the date such issuance, amendment, renewal or extension. Each making of a Loan and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (ai), (ii) and (biii) of this Section 4.02(a). (b) Notwithstanding the failure to satisfy the conditions precedent set forth in paragraph (a)(i) or (a)(ii) of this Section 4.02, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, with the consent of the Administrative Agent, but shall have no obligation to, issue, amend, renew or extend or cause to be issued, amended, renewed or extended any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or taking such action with respect to such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (other than the initial funding on the Closing Date), and of the Issuing Bank Bank(s) to issue, amend, renew issue Letters of Credit or extend amend any Letter of Credit to increase the amount thereof, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal any such issuance or extension amendment of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuingcontinuing or result therefrom. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal any such issuance or extension amendment of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality, in which case, such applicable representation and warranty shall be true and correct) as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect After giving pro forma effect to the making of any Loan hereundereach Loan, including the use of proceeds thereof, the principal amount of such Loan plus the aggregate amount of cash Borrower and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) its Restricted Subsidiaries shall not exceed the have any Excess Cash ThresholdCash. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal any such amendment to increase the amount of a Letter of Credit) in accordance with Section 2.08(b2.09(b), as applicable. Each request for a any such Borrowing and each request or for the issuance, amendment, renewal issuance of any Letter of Credit or extension for any amendment to increase the amount of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (aSection 6.02(a) and (bthrough Section 6.02(c).

Each Credit Event. The obligation of each Lender to make any new LoanLoan (including, on the Second Amendment Effective Date, the Initial Term Loans, and on the Fourth Amendment Effective Date, the Fourth Amendment Effective Date Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) (i) in the case of a Loan made to pay the extent purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before immediately after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transaction) shall not exceed the Excess Cash Threshold.Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent); (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or shall have received a request for a Letter of Credit (including an amendment, extension the Borrowing or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and (e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, the Administrative Agent shall have received (x) a copy of that certain Master Participation Agreement for Par/Near Par Trades, dated on or around April 10, 2023 by and among Macquarie Bank Limited and the Borrower (the “Master Participation Agreement”), duly executed by each of the parties thereto and (y) evidence reasonably satisfactory to the Administrative Agent that the purchase price (other than any portion of the purchase price to be paid with the proceeds of a Loan made on the initial making of a Loan or issuance of a Letter of Credit hereunder) under the Master Participation Agreement has been paid in full on or before the initial making of a Loan or issuance of a Letter of Credit hereunder. Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

Each Credit Event. The effectiveness of this Agreement or the obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of an earlier date, which representation shall remain true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) After giving effect to any Borrowing or the issuance of any Letter of Credit, Aggregate Availability is not less than zero. (d) The representations Indebtedness hereunder, including any Loan made or Letter of Credit issued on such date (and warranties all reimbursement and other obligations in respect thereof), is permitted Indebtedness under each of the Borrower 2009 Indenture and the Guarantors set forth in 2▇▇▇ ▇▇▇▇▇▇▇▇▇. (e) If the aggregate amount of Loans and Letters of Credit outstanding under this Agreement shall exceed $250,000,000 at the time of and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any Administrative Agent shall have received a certificate together with such representations and warranties are expressly limited to an earlier dateBorrowing Request or Letter of Credit Request, in which case, on and as each case signed by a Financial Officer of the date Borrower Representative (together with such support therefor as the Administrative Agent may reasonably request), certifying that, at the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality Borrowing or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit is permitted under the 2009 Indenture and the 2010 Indenture. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize a Disbursement Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit (or amend, renew or extend any Letter of Credit) for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued (or amending, renewing or extending) any such Letter of Credit is in the best interests of the Lenders.

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

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

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

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing, of the Swingline Lender to make a Swingline Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit is Credit, and any reallocation of a Defaulting Lender’s participation in LC Exposure and Swingline Loans as provided in Section 2.21, shall be subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the each Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit or such reallocation, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (cb) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at At the time of the making of such Loan (before and immediately after giving effect thereto) minus the principal amount of to such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any such Letter of Credit Credit, or such reallocation, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.04. Each of the giving of the applicable Notice of Borrowing, the acceptance by a Borrower of the proceeds of such Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit, and the reallocation of such Defaulting Lender’s participation in the LC Exposure and Swingline Loans, shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a) and (b)) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (including the initial funding but excluding any conversion or continuation of a Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent (i) to the extent that any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, in which case such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Loan (Letter of Credit, as certified by Borrower in applicable, would not conflict with, or cause any Lender or the Borrowing Notice) Issuing Bank to be used on violate or around such dateexceed, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Thresholdapplicable Governmental Requirement. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (e) At the time of and immediately after giving effect to such Borrowing or to the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash shall exist. (f) If (i) such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, occurs during the period beginning on the Third Amendment Effective Date and ending on December 31, 2022 and (ii) there is Permitted Junior Lien Debt outstanding as of such time then, after giving effect to such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, the aggregate Revolving Credit Exposure shall not exceed an amount equal to (x) the aggregate Commitments minus (y) the lesser of (A) $100,000,000 and (B) 25% of the aggregate principal amount of Permitted Junior Lien Debt outstanding at such time. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (aSection 6.02(a), Section 6.02(b), Section 6.02(e) and Section 6.02(f) (bif applicable).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct on and as of the date of each such Borrowing (including the date of issuance, amendment, renewal or extension of Letters of Credit) as if made on such date (except where such representation or warranty refers to a different date). With respect to any such representations and warranties that do not relate solely to the Effective Date or any other specific earlier date, the Loan Parties may supplement each such representation or warranty and/or any applicable schedule herein or in any other Loan Document, with respect to any matter hereafter arising that would have been required to be set forth as an exception to such representation or warranty and/or any applicable schedule or that is necessary to correct any such representation or warranty and/or any applicable schedule which has been rendered inaccurate thereby; provided that no such supplement to any such representation or warranty and/or any applicable schedule shall amend, supplement or otherwise modify any representation or warranty and/or any applicable schedule, or be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to by the Administrative Agent and the Required Lenders in writing; (b) at the time of and immediately after giving effect to such Borrowing or (including the issuance, amendment, renewal or extension of such Letter of Credit, as applicable), no Default or Event of Default shall have occurred and be continuing.; (bc) The representations and warranties except in respect of Swingline Loans, the Borrower and the Guarantors set forth in this Agreement and Administrative Agent shall have received a Borrowing Request in the other Loan Documents manner and within the time period required by Section 2.03; (d) after giving effect to the extension of credit requested to be made by a Borrower on such date, the Aggregate Credit Exposure will not exceed the lesser of (i) the Commitments, or (ii) an amount equal to the Borrowing Base; and (e) the Borrowing shall be true and correct in all material respects not violate any Applicable Law on and as of the date of such Borrowing or the date of date. Each Borrowing, including each issuance, amendment, renewal or extension of such a Letter of Credit Guarantee or a Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the accuracy of the matters specified in the foregoing clauses paragraphs (a), (b) and (b)d) above. This requirement does not apply on the conversion or rollover of an existing Borrowing provided that the aggregate outstanding Borrowings will not be increased as a consequence thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing (including any initial funding on the Effective Date), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; provided, that this clause (a) shall not apply to any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect; provided, that this clause (b) shall not apply to any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (without duplication of materiality) as of such specified earlier date; provided, that the only representations and (ii) to the extent warranties that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue be required to be true and correct on and as of the Sixth Amendment Effective Date for any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in all respectsconnection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions, shall be the Specified Representations and the Specified Acquisition Agreement Representations. (cd) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the The making of such Loan (before giving effect thereto) minus or the principal amount issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document; provided, that this clause (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such dated) shall not exceed apply to any Borrowing on the Excess Cash ThresholdSixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (di) The Consolidated Cash Balance as of the day of the Borrowing Request and (ii) the pro forma Consolidated Cash Balance as of the end of the third Business Day after such Borrowing will be funded, in each case, shall not exceed $10,000,000; provided, that this clause (e) shall not apply to any Borrowing on the Sixth Amendment Effective Date to fund a portion of cash consideration payable in connection with the B&M Acquisitions or to pay transaction costs and expenses in connection with the B&M Acquisitions. (f) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses Section 6.02(a) through (a) and (be).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except as to any representation or warranty qualified as to materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except, to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and if they are not true and correct the Administrative Agent or the Required Lenders shall have determined not to make any Loan or instructed the Issuing Bank not to issue Letters of Credit as a result of the fact that such representation or warranty is untrue or incorrect. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower continuing and the Guarantors set forth in this Agreement and in Administrative Agent or the other Loan Documents Required Lenders shall be true and correct in all material respects on and as of the date of have determined not to make such Borrowing or instructed the date of issuance, amendment, renewal or extension of Issuing Bank not to issue such Letter of Credit, Credit as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date a result of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectsDefault. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before After giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the to any Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, the Available Revolving Commitment is not less than zero. (d) After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the Consolidated Leverage Ratio does not exceed 1.00 to 1.0, determined on a pro forma basis (so that there shall be included as additional Consolidated Total Funded Indebtedness an amount equal to the aggregate amount of such Borrowing or Letter of Credit and all other Borrowings and Letters of Credit issued, amended renewed or extended since the last day of such Fiscal Quarter, in each case to the extent that the same results in an increase in Consolidated Total Funded Indebtedness) for the Computation Period ending on the last day of the last Fiscal Quarter or Fiscal Year (with respect to the final Fiscal Quarter in any Fiscal Year) for which the financial statements and Compliance Certificate have been delivered pursuant to Sections 5.01(a) or 5.01(b), as applicable, and 5.01(c), and the Administrative Agent shall have received a certificate from a Financial Officer of the Borrower certifying that the conditions set forth in this clause (d) have been satisfied and providing calculations supporting such certification (including an adjusted Compliance Certificate). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the foregoing clauses failure to satisfy the conditions precedent set forth in paragraphs (a) and or (b)) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

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

Each Credit Event. The obligation of each Lender to make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At (i) in the time case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such Borrowing merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) or, as to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of such specific date; (b) in the date case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Specified Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.continuing; and (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus either (i) the aggregate amount of cash and Cash Equivalents Covered Debt Amount (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before after giving effect thereto) minus the principal amount to such extension of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in credit and any event not to exceed five (5) Business Days after such dateConcurrent Transactions) shall not exceed the Excess Cash ThresholdBorrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time; and. (d) The receipt solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicablegreater than $550,000,000. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (awithout increase in the principal amount thereof) and (b)shall not be considered to be the making of a Loan.

Each Credit Event. The Other than with respect to Loans to be made and Letters of Credit to be issued on the Effective Date, the obligation of each Lender to make a Loan on the occasion of any new Loan, Borrowing and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except applicable (i) to the extent any such representations and warranties are expressly limited to an earlier unless a representation or warranty is made as of a specific date, in which case, on case such representation or warranty shall remain true and correct as of such specified date). (b) At the date time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Default or Event of Default shall have occurred and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectscontinuing. (c) Solely with respect to the making No indictment of, or institution of any Loan hereunderlegal process or proceeding against, the principal amount Company or any Loan Party, under any federal, state, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement having the force of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) law, which is reasonably likely to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) have a Material Adverse Effect shall not exceed the Excess Cash Thresholdhave occurred. (d) The receipt by Each of the Administrative Agent of a Borrowing Request Borrowers, in accordance connection with Section 2.03 or a request for a Letter of Credit (including an amendmenteach Borrowing, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation have represented and warranty by the Borrower warranted on the date thereof as to that the matters conditions specified in the foregoing clauses paragraphs (a) and (b)) of this Section 4.02 have been satisfied at that time and that after giving effect to such extension of credit the Borrowers shall continue to be in compliance with the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base. The conditions set forth in this Section 4.02 are for the sole benefit of the Administrative Agent, the Issuing Bank and the Lenders and may be waived by the Administrative Agent, in whole or in part, without prejudice to the rights of the Administrative Agent, the Issuing Bank or any Lender.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new Borrowing (other than a continuation or conversion of any Loan), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to in the extent case of any such representations representation and warranties are warranty that expressly limited relates to an earlier date, in which case, case such representation and warranty shall be true and correct in all material respects on and as of such earlier date. (b) At the date time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations no Default shall have occurred and warranties shall continue to be true and correct as continuing. On the date of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents each Borrowing (other than Excluded Casha continuation or conversion of any Loan) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit Credit, the Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in the foregoing clauses paragraphs (a) and (b)) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, (i) the aggregate Revolving Exposures shall not exceed the Commitments and (ii) that portion of the aggregate Revolving Exposures attributable to Loans, Letters of Credit and LC Disbursements denominated in Alternate Currencies shall not exceed US$50,000,000.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided that solely with respect to the Loans made on the Effective Date, the only representations related to the Eagle Ford Assets the accuracy of which shall be a condition to the Effective Date shall be (a) such of the representations made by or on behalf of the Eagle Ford Seller in the Eagle Ford Purchase Agreement as are material to the interest of the Lenders, but only to the extent that the accuracy of any such representation is a condition to EOC’s obligation to close under the Eagle Ford Purchase Agreement or EOC has the right to terminate its obligations under the Eagle Ford Purchase Agreement as a result of a breach of such representations and (b) the Specified Representations. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations At the time of and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations no Borrowing Base Deficiency exists or would be caused thereby. Each Borrowing and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

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

Each Credit Event. The obligation of each Lender to make any new Loan, and of the agreement of the Issuing Bank to issueconsider issuing, amendamending, renew renewing or extend extending any Letter of Credit Credit, is additionally subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it shall be true and correct in all respects, subject to such qualification) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.; and (bc) The representations and warranties either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness. 93842062.2 Each Borrowing and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)preceding sentence.

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

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any new LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents to which it is a party shall be true and correct in all material respects (other than representations and warranties that are subject to a Material Adverse Effect or 4156-0326-0209 a materiality qualifier, in which case such representations and warranties shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (other than representations and warranties that were subject to a Material Adverse Effect or a materiality qualifier, in which case such representations and warranties shall have been true and correct) in each case as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations With respect to the issuance of any Letter of Credit or the making of any Swingline Loan, there is no Defaulting Lender at the time such Swingline Loan is to be made or Letter of Credit is to be issued, unless the L/C Exposure or Swingline Exposure of such Defaulting Lender is re-allocated to non-Defaulting Lenders and/or the Borrower has Cash Collateralized or made other arrangements with respect to any such non-reallocated Exposure of such Defaulting Lender all in accordance with Section 2.22 (d) With respect to the making of any Term Loan, the Administrative Agent shall have received (i) evidence satisfactory to it that (A) the Borrower has repurchased, has irrevocably tendered for and warranties repurchased, or concurrently with the making of such Term Loans will irrevocably accept tenders of and repurchase, a portion of each or any of the Applicable Senior Notes and pay for accrued interest and premium thereon, provided that the principal amount of the Term Loans requested or made shall not exceed the actual purchase price (including as a result of any discount to par), accrued interest and premium thereon of the Applicable Senior Notes repurchased or to be repurchased, and (B) upon such repurchase, the original principal amount of the Applicable Senior Notes so repurchased will no longer be due or owing under the relevant Senior Notes documentation, and (ii) a certificate from an authorized officer of the Borrower and representing to the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as accuracy of the date of such foregoing. Each Borrowing or the date of and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by STX and the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)) of this Section 4.02. For purposes of the foregoing, the term “Borrowing” shall not include the continuation or conversion of Loans in which the aggregate amount of such Loans is not being increased.

Each Credit Event. The obligation of each the Lender to make a Loan on the occasion of any new LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date or, if applicable, as of the date of the most recent updated schedule delivered pursuant to Section 5.01(o), and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability is not less than zero. (d) If after giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability will be less than $10,000,000, the Lender shall have received a Borrowing Base Certificate and all other reports and information required to be delivered pursuant to Section 5.01(g) and (h) as of a date that is no earlier than 30 days prior to the proposed date of such Borrowing or the proposed date of such issuance, amendment, renewal or extension of any Letter of Credit. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the foregoing clauses paragraphs (a), (b) and (b)c) of this Section.

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

Each Credit Event. The obligation of each Lender to make any new Loan(or be deemed on the Effective Date to have made) a Loan (each such obligation, and of the Issuing Bank to issue, amend, renew or extend any Letter of a “Credit Event”) is subject to the satisfaction of the following conditions: (a) At the time of and immediately after After giving effect to such Borrowing or the issuanceCredit Event, amendment, renewal or extension of such Letter of Credit, as applicable, there shall exist no Default shall have occurred and be continuingor Event of Default. (b) The representations and warranties of the Borrower and the Guarantors Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Event, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Event, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Such Credit Event would not conflict with, or cause any Lender to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain the making or repayment of any Loan or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (d) (i) For any Credit Event occurring during the Interim Period, the Interim Order and the Hedging Order shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Administrative Agent and the Lenders or (ii) for any Credit Event occurring on or after the entry of the Final Order, (A) the Final Order shall have been entered by the Bankruptcy Court, shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Lenders. (e) The Restructuring Support Agreement shall be in full force and effect with respect to all parties thereto. (f) Solely with respect to the making of any Loan hereundera Final Period Draw, the principal amount of Exit Facilities Credit Agreement shall be fully executed and effective (or shall be fully executed and effective substantially contemporaneously with such Loan plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Thresholddraw). (dg) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses (a) and (b)2.03.

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any new LoanRevolving Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, is subject to the satisfaction of the following conditions:conditions (except as otherwise set forth in Section 2.18 and, with respect to clauses (b) and (c) below, subject to Section 1.08 in connection with any Limited Condition Acquisition to be funded with the proceeds of a FILO Tranche): (a) The Administrative Agent shall have received, in the case of a Revolving Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.24(b), or, in the case of a Swingline Borrowing, the applicable Swingline Lender and the Administrative Agent shall have received a Swingline Borrowing request as required by Section 2.23(a). (b) The representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (bd) The representations and warranties On the proposed date of such Borrowing, Excess Availability under the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents Facility for which a Borrowing Request or notice of request for Letter of Credit issuance has been delivered shall be true and correct in all material respects on and as of adequate to cover the date amount of such Borrowing or issuance. (e) If at the date time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (c) Solely with respect to the making of any Loan hereunder, the principal amount of such Loan plus the aggregate amount of cash and Cash Equivalents Credit (other than Excluded Cash) of the Credit Parties at the time of the making of such Loan (before giving effect thereto) minus the principal amount of such Loan (as certified by Borrower in the Borrowing Notice) to be used on or around such date, but in any event not to exceed five (5) Business Days after such date) shall not exceed the Excess Cash Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit) in accordance with Section 2.08(b), as applicable, Specified Excess Availability is less than the greater of (a) 10% of the Total Maximum Borrowing Amount and (b) $30,000,000, then the Fixed Charge Coverage Ratio of the Borrower shall be no lower than 1.00 to 1.00 on a Pro Forma Basis. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the foregoing clauses paragraphs (ab) and (bc).

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

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