Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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; (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of CreditRestatement Effective Date, is additionally subject to the satisfaction of the following conditions: (ai) the representations and warranties of the Borrower or any other Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) 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 applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto and to the use of proceeds thereof on a pro forma basis; (ciii) no Borrowing Base Deficiency shall exist at the time of and immediately after giving effect to such Loan (as well as giving effect to any substantially concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans or Indebtedness), and either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditLoan) 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 creditLoan) shall not exceed the Borrowing Base after giving effect to such extension of credit Loan as well as any concurrent acquisitions of Investments Portfolio Investments, distributions or payment of outstanding Loans or Other Covered Indebtedness; (iv) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Section 6.07; (v) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (d) solely with respect to the initial funding under this Agreement, the sum of (ivi) the amount proposed date of Cash held such extension of credit shall take place during the Availability Period. Each Borrowing Request submitted by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit hereunder (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not increase the stated face amount of such Letter of Credit, ) is additionally subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) the The representations and warranties of the Borrower set forth in this Agreement shall (other than the representations and warranties set forth in Sections 3.04(b) and 3.06 and except as expressly provided in the other Loan Documents shall last sentence of Section 3.12) be true and correct in all material respects (orother than to the extent qualified by materiality or “Material Adverse Effect”, in the which case of any portion of any such representations and warranties already subject to a materiality qualifier, shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not increase the stated face amount of such Letter of Credit), as applicable, or, applicable (except to the extent expressly made as to any such representation or warranty that refers to a specific of another date, in which case such representations and warranties shall be true and correct in all material respects as of such specific other date;). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (after giving effect time of the making of the first Loan or issuance of a Letter of Credit, if any, when the representation in the fourth sentence of Section 3.12 would be required to be made, but cannot be made, then as a condition precedent to such extension Borrowing or issuance of credit) a Letter of Credit, the Borrower shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently have delivered to the Administrative Agent a Form F.R. G-3 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 Form F.R. U 1, as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreementapplicable, the sum of (i) the amount of Cash held for each Lender, duly completed by the Borrower plus (ii) in conformity with Regulation U of the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Board. Each Borrowing and each request for the issuance, amendment, renewal or extension of a Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not increase the stated face amount of such Letter of Credit) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lenders to make a Loan hereunder on the occasion of any Borrowing, of the Swingline Lender to make Swingline Loans hereunder on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew renew, or extend any Letter Letters of CreditCredit hereunder, is additionally subject subject, in each case, to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Credit Party set forth in this Agreement and or in the any other Loan Documents Document shall be true and correct in all material respects (or, in the case of any portion of any except those representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties specifically relate to a specific an earlier date, in which case they were true and correct on and as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or to the issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either With respect to (i) any requested Borrowings, the aggregate Covered Debt Amount Borrower shall have complied with Sections 2.03 or 2.04, as applicable, and (after giving effect to such ii) the request for any issuance, amendment, renewal, or extension of credita Letter of Credit, the Borrower shall have complied with Section 2.05. (d) In the case of a Loan or Letter of Credit to be denominated in an Alternative Currency, there shall not exceed have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the Borrowing Base reflected on reasonable opinion of the Administrative Agent, the Majority Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such credit extension to be denominated in the relevant Alternative Currency. (e) The Administrative Agent shall have received a Borrowing Base Certificate most recently signed by a Financial Officer of Borrower. (f) All due diligence and additional Loan Documents related to any new Pool Property shall have been approved, executed and delivered to the Administrative Agent or (ii) and 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Majority Lenders. Each Borrowing and each issuance, amendment, renewal renewal, or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amendamend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit, Credit is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) extensions of credit on the Effective Date (including any Letter of Credit being issued (or deemed issued) on the Effective Date), (ii) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (iii) any extensions of credit or Borrowings under Section 2.24: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, orto the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) 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 The Administrative Agent or (ii) or, if applicable, the Borrower Swingline Lender, shall have delivered an updated received a Borrowing Base Certificate demonstrating that Request in accordance with the Covered Debt Amount (after giving effect to such extension requirements hereof or the Loan Parties shall have complied with the requirements of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit 2.05(b), as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof of the applicable Borrowing as to the matters specified in the preceding sentence. For the avoidance clauses (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, in each case after the initial Borrowing on the Effective Date is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject qualified as to a materiality qualifiermateriality, true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to except in the case of any such representation or and warranty that refers expressly relates to a specific prior date, in which case such representation and warranty shall be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section; provided however, (A) the preceding sentence. For application of paragraphs (a) and (b) of this Section to any Incremental Loan made in connection with any Limited Condition Acquisition shall, at the avoidance Borrower’s option, be subject to the second paragraph of doubt, Section 1.03 and (B) paragraphs (a) and (b) of this Section shall not apply to any Loans made under any Refinancing Amendment unless the conversion or continuation lenders in respect thereof have required satisfaction of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a LoanRefinancing Amendment.

Each Credit Event. The Subject to Section 2.24, the obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing 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) 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; (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (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, all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuingtrue and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in each case before and after giving effect thereto; (c) either Reserved; (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 (iid) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating the required Notice of Borrowing, or, in the case of any Letter of Credit, any other notice required pursuant to Section 2.23; (e) Reserved; and (f) to the extent any Lender is a Defaulting Lender or a Potential Defaulting Lender, at the time of such Swingline Loan or issuance of such Letter of Credit, the cost or loss to the Issuing Bank or the Swingline Lender, as the case may be, that would result therefrom is fully covered or eliminated by (i) with respect to such Letter of Credit, (x) the Covered Debt Amount (LC Exposure of such Defaulting Lender or Potential Defaulting Lender being reallocated among all other Lenders that are Non-Defaulting Lenders in proportion with their Pro Rata Share, but only to the extent that, after giving effect to such extension reallocation, the Revolving Credit Exposure of credit) shall each Non-Defaulting Lender does not exceed such Non-Defaulting Lender’s Pro Rata Share of the Borrowing Base after giving effect Aggregate Revolving Commitment Amount; and (y) to the extent that such LC Exposure of such Defaulting Lender or Potential Defaulting Lender exceeds the amount that is permitted to be reallocated pursuant to the immediately preceding clause (x), the Borrower having provided cash collateral to the Administrative Agent to hold on behalf of the Borrower, on terms and conditions reasonably satisfactory to the Issuing Bank and the Administrative Agent, in an amount equal to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and excess, (dii) solely with respect to the initial funding under this Agreementany Swingline Loan, the sum Borrower having provided cash collateral to the Administrative Agent to hold on behalf of the Borrower, on terms and conditions reasonably satisfactory to the Swingline Lender and the Administrative Agent, in an amount equal to the Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender, or (iiii) the amount Borrower making other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank or the Swingline Lender, as applicable, in their reasonable discretion to protect them against the risk of Cash held non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that none of the Borrower plus (ii) foregoing will constitute a waiver or release of any claim the Borrower’s Shareholders’ Equity shall , the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be equal to or greater than $550,000,000a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 3.2.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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;; and (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Loans. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Effective Date is additionally subject to the satisfaction of the following conditions: (a) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuing; (c) 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 covenants set forth in Sections 6.07(a), (b), (d) and (e); (e) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (d) solely with respect to the initial funding under this Agreement, the sum of (if) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;continuing or would result therefrom; and (c) 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 Investments by the Obligors or payment of outstanding Loans Indebtedness that is included in the Covered Debt Amount at such time; provided that, in connection with the first extension of credit on or Other Covered Indebtedness; and (d) solely with respect after the Effective Date, the Borrower shall have delivered to the initial funding under this AgreementAdministrative Agent, in connection with its request for such extension of credit, a Borrowing Base Certificate in form and substance satisfactory to the sum Administrative Agent showing a calculation of (i) the amount Borrowing Base as of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000such request 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 on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, i) in the case of any portion of any the representations and warranties already subject qualified as to a materiality qualifiermateriality, true and correct in all respects and (ii) otherwise, in all material respects) , in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to except in the case of any such representation or and warranty that refers expressly relates to a specific prior date, in which case such representation and warranty shall be so true and correct on and as of such specific prior date;; provided that in the case of any Incremental Term Loans or Incremental Revolving Commitment Increases used to finance an acquisition permitted hereunder and whose consummation is not conditioned on the availability of, or on obtaining third party financing, to the extent the Lenders participating in such Incremental Term Loans or Incremental Revolving Commitment Increases agree, this Section 4.03(a) shall require only customary “specified representations” and “acquisition agreement representations.” (b) at At the time of and immediately after giving effect to such Loan any Borrowing or the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either The Administrative Agent, and, if applicable, the Issuing Banks or the Swingline Lender shall have received a Borrowing Request or a Letter of Credit Request, as applicable, from the Borrower Representative. On the date of any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the U.S. Borrower and, in the case of Loans or Borrowings requested by the Belgian Borrower, the Belgian Borrower, shall be deemed to have represented and warranted that the conditions specified in paragraphs (ia) the aggregate Covered Debt Amount and (b) of this Section have been satisfied and that, 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 Borrowing, 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubtCredit, the conversion Aggregate Revolving Exposure (or continuation of a Borrowing as the same or a different Type (without increase in the principal amount any component thereof) shall not be considered to be exceed the making maximum amount thereof (or the maximum amount of a Loanany such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (including a request for a credit extension relating to an advance under a Refinancing Facility), is additionally subject to the satisfaction of the following conditions, in each case, subject to the Incremental Funds Certain Provision, as applicable: (a) 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; (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; and (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, all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuingtrue and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that to the extent such representation or warranty relates to a specific prior date, such representation or warranty shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) only as of such specific prior date; (c) either since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; and (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 (iid) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension required Notice 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Borrowing. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit (including a request for a credit extension relating to an advance under a Refinancing Facility) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubtSections 3.2(a), the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereofb) shall not be considered to be the making of a Loanand (c).

Each Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any Loan, Borrowing after the Closing Date and (ii) each of the Issuing Bank Banks to issue, amendrenew, renew increase or extend any Letter of CreditCredit after the Closing Date (each event referred to in clauses (i) and (ii) above, a “Credit Event”), is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction (or waiver) of the following express conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of provided that any portion of any such representations and warranties already subject to a materiality qualifierwhich are qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) ), in each case on and as of the date of such Loan Credit Event (or the date true and correct as 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 specified date, as if earlier); provided that in the case of any Incremental Credit Facility the proceeds of which will be used to finance a Permitted Acquisition or similar permitted Investment, such specific date;representations shall be limited to customary “SunGard” specified representations. (b) at 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 applicableCredit Event, no Default or Event of Default shall have occurred and be continuing;, subject to clause (i) of the proviso to Section 2.20(a). (c) 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 The Administrative Agent or (ii) the Borrower shall have delivered an updated received a Borrowing Base Certificate demonstrating that Request meeting the Covered Debt Amount (after giving effect to such extension requirements 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendmentrenewal, renewal increase or extension of a Letter of Credit (other than any Borrowing or issuance of a Letter of Credit on the 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 preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any LoanLoan (including, on the Restatement Effective Date, the Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, 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 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;; and (c) 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; and (dPermitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(i). 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, 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 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;; and (c) 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; and (d) solely with respect Permitted Indebtedness or Indebtedness incurred pursuant to the initial funding under this AgreementSection 6.01(g), the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to Section 6.01(i), or greater than $550,000,000Section 6.01(j). 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan (including conversions and continuations of Loans) on the occasion of any LoanBorrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower or any other Borrower Party set forth in this Agreement and in the other Loan Documents (other than, after the Investment Grade Date, those set forth in Section 3.04(c)) shall be true and correct in all material respects (or, in except to the case of any portion of any extent such representations and warranties are already subject qualified as to a materiality qualifiermateriality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except such representations and warranties (other than, orafter the Investment Grade Date, as those set forth in Section 3.04(c)) that are stated to any such representation or warranty that refers relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of such specific earlier date;). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either In the case of any Inventory Financing Sublimit Borrowing, (i) all of the aggregate Covered Debt Amount Petroleum Products to which such Inventory Financing Sublimit Borrowing relates (after giving effect the “New Financed Inventory”) shall constitute Eligible Inventory, (ii) the price risk relating to such extension of credit) New Financed Inventory shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered have been fully hedged pursuant to the Administrative Agent a Hedging Agreement or sold forward pursuant to a sales contract (iisubject to immaterial deficiencies described in Section 5.16(b)), and (iii) the Borrower shall have delivered an updated to the Administrative Agent a Borrowing Base Certificate demonstrating Request (Financed Inventory), whereby the Borrower certifies (A) as to clauses (i) and (ii) above, and (B) that the Covered Debt Amount (after giving effect to amount of such extension of credit) shall Inventory Financing Sublimit Borrowing does 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; and (d) solely with respect an amount equal to the initial funding under this Agreement, product of (1) 90% and (2) an amount equal to the sum of (ix) the amount Sale Value of Cash held such New Financed Inventory that is subject to sales contracts measured as of the date of such Borrowing plus (y) the Hedged Value of such New Financed Inventory that is not subject to sales contracts measured as of the date of such Borrowing minus (z) all related storage, transportation and other applicable costs reasonably estimated by the Borrower plus (ii) to be applicable to such New Financed Inventory in the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000future. 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 preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (including any Borrowing on the Restatement Effective Date but excluding, for the avoidance of doubt, the assumption of the Escrow Term Loans on the Escrow Assumption Date), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, orto the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;. (c) either (i) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely Solely with respect to the initial funding under this Agreementobligations of each Revolving Lender to make a Revolving Loan on the occasion of any Borrowing and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity Revolving Availability Date shall be equal to or greater than $550,000,000have occurred. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and, if applicable, (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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;; and (c) 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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;; and (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Effective Date is additionally subject to the satisfaction of the following conditions: (a) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto; (c) 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; and; (d) solely with respect the Covered Debt Amount (after giving effect to the initial funding under this Agreement, such extension of credit) shall not exceed the sum of (i) the amount aggregate Value of Cash held by all Eligible Portfolio Investments included in the Borrower plus Borrowing Base, less (ii) the Borrower’s Shareholders’ Equity aggregate Value of all Eligible Portfolio Investments issued by the four largest issuers (for the avoidance of doubt, the calculation of Value for purposes of this clause (d) shall be equal made without taking into account any Advance Rate), as reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or greater than $550,000,000an updated Borrowing Base Certificate 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; (e) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); (f) the proposed date of such extension of credit shall take place during the Availability Period; and (g) in the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate dated as of the date of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the Administrative Agent. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of CreditRestatement Effective Date, is additionally subject to the satisfaction of the following conditions: (a) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, 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 Loan or the issuanceLoan, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto, and (ii) no Borrowing Base Deficiency shall have occurred and be continuing or would result from such Loan after giving effect thereto; (c) 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 covenants set forth in Sections 6.07(a), (b), (d) and (e); (e) the proposed date of such extension of credit shall take place during the Availability Period; and (df) solely with respect in the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate dated as of the date of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Administrative Agent. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and of the Issuing Bank Lender to issue, amend, renew or extend any a Letter of CreditCredit (each such event, a “Credit Event”) on any date is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Company set forth in this Agreement (other than those set forth in Sections 3.5(b) and in 3.6(a) on any date other than the other Loan Documents Effective Date) shall be true and correct in all material respects (or, in the case of any portion of any provided that such representations and warranties already subject qualified as to a materiality qualifier, shall be true and correct in all respectscorrect) on and as of the date of such Loan or Credit Event with the date of issuance, amendment, renewal or extension of such Letter of Credit, same effect as applicable, or, as to any such representation or warranty that refers to a specific date, though made on and as of such specific date;, except to the extent such representations and warranties expressly relate to an earlier date, in which case those representations and warranties will be true and correct as of such earlier date. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension Borrowing (and the use of creditthe proceeds thereof) shall not exceed or 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a such Letter of Credit, as applicable, the Company shall be in compliance with the Consolidated Leverage Ratio set forth in Section 5.13(a). Such pro forma Consolidated Leverage Ratio shall be calculated using Consolidated EBITDA for the most recent period of four consecutive fiscal quarters ended prior to such date for which financial statements are available. Each Borrowing and 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 preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Borrowing is additionally subject to the satisfaction of the following conditions: (a) At the time the applicable Borrowing Request is delivered to the Administrative Agent and after giving effect to such Borrowing (as if such Borrowing took place on the same date the Borrowing Request is delivered) (i) no Default shall have occurred and be continuing, and (ii) the Borrower shall be in compliance, on a pro forma basis before and after giving effect to such Borrowing as if such Borrowing took place on the same date the Borrowing Request is delivered, with the financial covenants in Section 9.01 (assuming, if such financial covenants are not yet in effect, that such financial covenants are in effect solely for this purpose); provided, however, that if the Borrower becomes aware after delivery of such Borrowing Request, but prior to the corresponding Loan having been made, that the condition in this Section 6.02(a) would fail to be satisfied on the proposed date of such Borrowing, the Borrower shall promptly, and in any event prior to the effectiveness of such Borrowing, notify the Administrative Agent in writing of such failure and, provided that such notice is received at least one Business Day prior to the date of the proposed Borrowing (or such later time as the Administrative Agent and the Lenders may agree), the applicable Borrowing Request will be deemed to have never been delivered to the Administrative Agent. (b) At the time the applicable Borrowing Request is delivered to the Administrative Agent and after giving effect to such Borrowing (as if such Borrowing took place on the same date the Borrowing Request is delivered) no Material Adverse Effect shall have occurred; provided, however, that if the Borrower becomes aware after delivery of such Borrowing Request, but prior to the corresponding Loan having been made, that the condition in this Section 6.02(b) would fail to be satisfied on the proposed date of such Borrowing, the Borrower shall promptly, and in any event prior to the effectiveness of such Borrowing, notify the Administrative Agent in writing of such failure and, provided that such notice is received at least one Business Day prior to the date of the proposed Borrowing (or such later time as the Administrative Agent and the Lenders may agree), the applicable Borrowing Request will be deemed to have never been delivered to the Administrative Agent. (c) The representations and warranties of the Borrower and the Guarantors, if any, set forth in this Agreement and in the other Term Loan Documents shall be true and correct in all material respects at the time a Borrowing Request is delivered to the Administrative Agent and after giving effect to such Borrowing (or, in as if such Borrowing took place on the case of same date the Borrowing Request is delivered) except to the extent any portion of any such representations and warranties already subject are expressly limited to a materiality qualifieran earlier date, true and correct in all respects) which case, on and as of the date of such Borrowing such representations and warranties shall continue to be true and correct as of such specified earlier date; provided, however, that if the Borrower becomes aware after delivery of such Borrowing Request, but prior to the corresponding Loan or having been made, that the condition in this Section 6.02(c) would fail to be satisfied on the proposed date of such Borrowing, the Borrower shall promptly, and in any event prior to the effectiveness of such Borrowing, notify the Administrative Agent in writing of such failure and, provided such notice is received at least one Business Day prior to the date of issuancethe proposed Borrowing (or such later time as the Administrative Agent and the Lenders may agree), amendment, renewal or extension of such Letter of Credit, as applicable, or, as the applicable Borrowing Request will be deemed 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) 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 never been 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; andAgent. (d) solely The making of such Loan 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 the initial funding under this Agreementany threatened litigation, seeks to, enjoin, prohibit or restrain, the sum making or repayment of any Loan or the consummation of the transactions contemplated by this Agreement or any other Term Loan Document. (ie) The receipt by the amount Administrative Agent of Cash held a Borrowing Request in accordance with Section 2.03. (f) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on the date of such Borrowing that occurs after the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower plus hereunder. (iig) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. The use of proceeds of such Borrowing is consistent with Section 7.21. (h) Each request for a Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type Section 6.02(a) through (without increase in the principal amount thereof) shall not be considered to be the making of a Loanh).

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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; (c) 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 Investments or payment of outstanding Loans or Other Covered IndebtednessLoans; and (d) solely with respect to until the initial funding under this AgreementBorrower shall have cumulatively raised at least $250,000,000 in gross proceeds from the sale of equity securities in one or more offerings (including rollover equity, preferred stock or convertible notes), the sum of (i) Borrower shall not be permitted to increase the amount of Cash held by Revolving Credit Exposure unless, after giving effect to such increase, the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be Asset Coverage Ratio would equal or exceed 2.25 to or greater than $550,000,0001. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, 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 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;; and (c) 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; and (d) solely with respect Permitted Indebtedness or Indebtedness incurred pursuant to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(g). 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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;; and (c) 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without an increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Restatement Effective Date is additionally subject to the satisfaction of the following conditions: (a) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuing; (c) 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 covenants set forth in Sections 6.07(a), (b), (d) and (e); and (d) solely with respect to the initial funding under this Agreement, the sum of (ie) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is additionally subject to the satisfaction of each of the following conditions: (a) the The representations and warranties of the Borrower and each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already qualified or modified by materiality in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respectstext thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as applicable (except to the extent any such representation or warranty that refers expressly relates to a specific an earlier date, in which case, such representation or warranty shall be true and correct in all material respects as of such specific earlier date;), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower; provided that with respect to any Delayed Draw Term Loans that are used to finance the eTouch Acquisition, such condition shall be limited to the Specified Representations and those representations included in the eTouch Acquisition Agreement that are material to the interests of the Lenders and only to the extent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations, all of which representations shall be true and correct in all material respects as of the date of the applicable Borrowing. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing;; provided that with respect to any Delayed Draw Term Loans that are used to finance the eTouch Acquisition, such condition shall be deemed satisfied so long as (i) no Default exists on the date of the eTouch Acquisition Agreement and (ii) no Event of Default under Sections 7.01(a), (b), (h), (i) or (j) shall have occurred and be continuing or shall exist on the date of the applicable Borrowing, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (c) either Solely in the case of a borrowing of Delayed Draw Term Loans (and/or any borrowing of Revolving Loans made to finance the eTouch Acquisition): (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension the funding of creditDelayed Draw Term Loans and the consummation of all related transactions consummated in connection therewith, the Consolidated Total Net Leverage Ratio of the Borrower (calculated on a Pro Forma Basis as of the most recent fiscal quarter end for which Financial Statements are available) shall not exceed 3.25x; (ii) substantially concurrently with the Borrowing Base reflected funding of such Loans, the eTouch Acquisition shall have been consummated, in accordance in all material respects with all applicable laws and approvals of Governmental Authorities, and on the Borrowing Base Certificate most recently delivered terms set forth in the eTouch Acquisition Agreement (or other terms reasonably satisfactory to the Administrative Agent). The eTouch Acquisition Agreement and related documentation shall be reasonably satisfactory to the Administrative Agent (including, without limitation, the amount and forms of the consideration to be paid in connection with the eTouch Acquisition, and the capital structure of subsidiaries acquired or to be formed in connection with the eTouch Acquisition), and no material provision of such documentation shall have been waived, amended, supplemented or otherwise modified in any respect adverse to the Administrative Agent or the Lenders without approval of the Administrative Agent; provided, that not less than seven (ii7) Business Days prior to the proposed date of funding of such Loans (or such shorter period as may be agreed by the Administrative Agent in its discretion), the Borrower agrees to deliver to the Administrative Agent a substantially final version of the eTouch Acquisition Agreement for review by the Administrative Agent and its counsel. The capitalization, structure and equity ownership of each Loan Party as a result of the eTouch Acquisition shall have delivered an updated Borrowing Base Certificate demonstrating that be satisfactory in all respects to the Covered Debt Amount Administrative Agent and the Lenders; (after giving iii) there shall be no injunction or temporary restraining order which, in the judgment of the Administrative Agent, would prohibit the consummation of the eTouch Acquisition or the making of such Loans in connection therewith, and no litigation which could reasonably be expected to result in a material adverse effect on the Target or to such extension of credit) shall not exceed materially affect 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 IndebtednesseTouch Acquisition; and (div) solely the Administrative Agent (for itself and the Lenders) shall have received with respect to the initial funding under this Agreementfiscal quarters for the Target from January 1, 2017 through September 30, 2017, a satisfactory quality of earnings report prepared by KPMG, LLP (which report may be shared with the Lenders subject to the terms of a customary non-reliance letter), which will include reviews of earnings of the Target. In the case of any borrowing of Delayed Draw Term Loans or any Revolving Loans which are made to finance the eTouch Acquisition, the sum Administrative Agent shall have received a certificate of (i) the amount a Responsible Officer of Cash held by the Borrower plus certifying that each of the conditions specified in this Section 4.02(c) has been satisfied. (iid) The Administrative Agent shall have received a Borrowing Request meeting the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of including any Loans on the Issuing Bank to issue, amend, renew or extend any Letter of CreditRestatement Effective Date, is additionally subject to the satisfaction of the following conditions: (ai) the representations and warranties of the Borrower or any other Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) 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 applicableLoan, no Default shall have occurred and be continuing; (ciii) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditLoan) 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 creditLoan) shall not exceed the Borrowing Base after giving effect to such extension of credit Loan as well as any concurrent acquisitions of Portfolio Investments or payment by the Borrower; (iv) after giving effect to such Loan, the Borrower shall be in pro forma compliance with each of outstanding Loans or Other Covered Indebtednessthe covenants set forth in Sections 6.07(a), (b), (d) and (e); (v) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (dvi) solely with respect at the date of the first Borrowing on or after the Restatement Effective Date, except if a Borrowing Base Certificate has previously been delivered to the initial funding under Administrative Agent since the Restatement Effective Date pursuant to this Agreement, the sum Administrative Agent shall have received a Borrowing Base Certificate dated as of (i) the amount date of Cash held by such Borrowing, showing a calculation of the Borrower plus (ii) Borrowing Base as of the Borrower’s Shareholders’ Equity shall be equal date thereof in form and substance reasonably satisfactory to or greater than $550,000,000the Administrative Agent. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: : (a) (i) in the case of a Loan made in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such 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; ; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made in connection with a Commitment Increase in connection with a Specified Purchase) at the time of and immediately after giving effect to such 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; ; and (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of creditcredit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of creditcredit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans Advance under this Agreement or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 any other Indebtedness that is included in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a LoanCovered Debt Amount.

Each Credit Event. The obligation of each Lender to make any Loan, and of the a Loan or Issuing Bank to issue, amend, renew or extend issue any Letter of Credit, as applicable, on the occasion of any Borrowing (other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Eurodollar Loan following the expiration of the applicable Interest Period), or the obligation of Issuing Bank to extend the maturity or increase the face amount of any Letter of Credit on the date of any such extension or increase, and the effectiveness of any Commitment Increase pursuant to Section 2.19 or any extension of the Maturity Date pursuant to Section 2.20, is additionally subject to the satisfaction of the following conditionscondition: (a) The Administrative Agent shall have received a fully executed and delivered Borrowing Request or Issuance Notice and Application, as the case may be; (b) 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 (orother than to the extent qualified by materiality or “Material Adverse Effect”, in the case of any portion of any which case, such representations and warranties already subject to a materiality qualifier, shall be true and correct in all respects) on and as of the date of such Loan Borrowing, Commitment Increase, increase or the date of issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, orexcept that (i) for purposes of this Section, as the representations and warranties contained in Section 3.4(a) shall be deemed to any refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.1 and (ii) to the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, they shall be true and correct in all material respects as of such specific dateearlier date (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects); (bc) at At the time of and immediately after giving effect to such Loan Borrowing, Commitment Increase, increase or the issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect After giving effect to the initial funding under this Agreementsuch Borrowing, Commitment Increase, increase or extension, as applicable, the sum Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of (i) the amount last day of Cash held by the Borrower plus (ii) fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, shall not exceed the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000maximum Consolidated Total Leverage Ratio permitted under Section 6.12 for such period. Each Borrowing Borrowing, extension, increase, Commitment Increase and each issuance, amendment, renewal or extension of a Letter of Credit the Maturity Date shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (b), (c) and (d) of this Section have been satisfied as of the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Borrowing is additionally subject to the satisfaction of the following conditions: (a) at the representations time of and warranties immediately after giving effect to such Borrowing, no Default or Event of the Borrower set forth in this Agreement and in the other Loan Documents Default 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 dateexist; (b) at the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan or Party set forth in the issuance, amendment, renewal or extension Loan Documents shall be true and correct in all material respects on and as of the date of such Letter of CreditBorrowing, as applicable, no Default shall have occurred in each case before and be continuingafter giving effect thereto; (c) 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 required Notice of Borrowing; (d) the Borrower shall have delivered a duly executed update or amendment to the Federal Reserve Form U-1 delivered on the Closing Date, executed by the Borrower and the Administrative Agent on behalf of each Lender; and (e) 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. In addition to other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such extension Borrowing the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of creditthe related Swingline Exposure is fully covered or eliminated by any combination satisfactory to the Swingline Lender of the following: (i) shall not exceed in the Borrowing Base after giving effect case of a Defaulting Lender, the Swingline Exposure of such Defaulting Lender is reallocated to such extension of credit the Non-Defaulting Lenders as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtednessprovided in Section 2.23(a)(1) above; and (dii) solely with in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.23(a)(2) above, the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Swingline Loan in an amount at least equal to the initial funding under this Agreementaggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (ib) the amount 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 Cash held by the Borrower plus (ii) any claim the Borrower’s Shareholders’ Equity shall , the Administrative Agent the Swingline Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be equal to or greater than $550,000,000a Non-Defaulting Lender. 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 preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 3.2.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Loan is additionally subject to the satisfaction of the following conditions: (a) 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 representation or warranty 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 applicableLoan, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuing;; and (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to Indebtedness or any other Indebtedness that is included in the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Covered Debt Amount at such time. Each Borrowing and each issuance, amendment, renewal (other than a conversion or extension continuation of a Letter of Credit Loans) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e)) and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit), is additionally shall be subject to the satisfaction of the following conditions: (ai) the The representations and warranties of Goodyear, the European J.V. and each other Borrower set forth in this Agreement and in the other Loan Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material respects (or, in to the case rights or interests of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date;, except to the extent such representations and warranties expressly relate to an earlier date. (bii) at At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension Borrowing no Event of such Letter of Credit, as applicable, no Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing;. (cb) either (i) The obligation of the aggregate Covered Debt Amount (after giving effect Swingline Lender to such extension of credit) shall not exceed the Borrowing Base reflected make a Swingline Loan on the occasion of any Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered reimburse 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.LC Disbursement made pursuant to

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Initial Funding Date is additionally subject to the satisfaction of the following conditions: (ai) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) 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 applicableLoan, no Default shall have occurred and be continuing; (ciii) 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; (iv) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); (v) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (d) solely with respect to the initial funding under this Agreement, the sum of (ivi) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, 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 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;; and (c) 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; and (dPermitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(i). 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the any Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (including a request for a credit extension relating to an advance under a Refinancing Facility), is additionally subject to the satisfaction of the following conditions, in each case, subject to the Incremental Funds Certain Provision, as applicable: (a) 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; (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; and (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, all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuingtrue and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that to the extent such representation or warranty relates to a specific prior date, such representation or warranty shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) only as of such specific prior date; (c) either since the date of the audited financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; and (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 (iid) the Borrower shall have delivered an updated the required Notice of Borrowing Base Certificate demonstrating that or written notice requesting the Covered Debt Amount (after giving effect to such extension issuance of credit) shall not exceed the Borrowing Base after giving effect to such extension a Letter of credit Credit as well required under Section 2.24, as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000applicable. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit (including a request for a credit extension relating to an advance under a Refinancing Facility) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubtSections 3.3(a), the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereofb) shall not be considered to be the making of a Loanand (c).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing 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) The Administrative Agent shall have received a Borrowing Request for such Loan, of a written request to issue, amend, renew or extend such Letter of Credit, and any applicable Letter of Credit Agreement; (b) Since the effective date of the audited financial statements most recently provided to the Lenders, there shall not have occurred any event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect; (c) To the extent required to be delivered on or prior to the date of such extension of credit, the Administrative Agent shall have received all documents required by Section 5.14; (d) The representations and warranties of the each Borrower set forth in this Agreement and in the of each other Loan Documents Party in any other Loan Document 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 of, and after giving effect to, such Loan or the date of Borrowing and such issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties relate solely to a specific date, an earlier date (in which case they shall have been true and correct as of such specific earlier date); (be) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (cf) either (i) No Law shall prohibit the aggregate Covered Debt Amount (after giving effect to making of such Loan or the issuance, amendment, renewal or extension of credit) such Letter of Credit, and no litigation or other proceeding shall not exceed be pending or threatened which would, enjoin, prohibit, restrain, or otherwise adversely affect in any material manner the making of such Borrowing Base reflected on or the Borrowing Base Certificate most recently delivered issuance, amendment, renewal or extension of such Letter of Credit. Each delivery to the Administrative Agent of a Borrowing Request or (ii) a request for 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 Lufkin on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (b), (d) and (e) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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; (c) 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 IndebtednessIndebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time; and (d) solely with respect to in the case of the initial funding under this Agreementcredit extension hereunder, the sum Administrative Agent shall have received a Borrowing Base Certificate showing a calculation of (i) the amount Borrowing Base as of Cash held by a date that is within 30 days of the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000date of such credit extension. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 qualifierSection 1.7 with any advance of an Incremental Term Loan in connection with any Limited Condition Acquisition, 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 of, and immediately after giving effect to to, such Loan Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (b) subject to Section 1.7 with any advance of an Incremental Term Loan in connection with any Limited Condition Acquisition, 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 each Loan Party set forth in the Loan Documents shall be continuingtrue 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), 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; (c) 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 required Notice 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 IndebtednessBorrowing; and (d) solely with respect to if any Revolving Lender is a Defaulting Lender at the initial funding under this Agreement, the sum time of (i) the amount of Cash held any request by the Borrower plus (ii) of a Borrowing of a Swingline Loan, or the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 one hundred percent (100.0%) of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Subject to Section 1.7 with any advance of an Incremental Term Loan in connection with any Limited Condition Acquisition, 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 preceding sentence. For the avoidance clauses (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit (other than any extension or renewal of any Letter of Credit without any increase in the stated amount of such Letter of Credit), is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and the Loan Documents (except, in the other Loan Documents case of Loans made and Letters of Credit issued after the Restatement Effective Date, the representation and warranty set forth in Section 3.04(b)) shall be true and correct in all material respects (or, in the case of 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties expressly relate to a specific an earlier date (in which case such representations and warranties shall have been true and correct in all material respects with respect to such earlier date, as of such specific date;). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing;continuing and (ii) the Secured Obligations Amount shall not exceed the Collateral Value Amount. (c) either (i) If the aggregate Covered Debt Amount (GM Intercreditor Agreement is in effect at the time, then, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of credit) such Letter of Credit, as applicable, the “Loan Agreement Obligations” shall not exceed the Borrowing Base reflected on “Senior Obligation Cap” (in each case, as defined in 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; and (d) solely with respect to the initial funding under this GM Intercreditor Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit (except those specified in the parenthetical contained in the introductory paragraph of this Section 4.02) shall be deemed to constitute a representation and warranty by the Parent and the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) 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; and (d) solely with respect Permitted Indebtedness or Indebtedness incurred pursuant to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(g). 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) : 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; (b) ; 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; (c) ; and 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to Indebtedness or greater than $550,000,000. 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 any other Indebtedness that is included in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a LoanCovered Debt Amount at such time.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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;; and (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any LoanRevolving Borrowing after the Second Restatement Effective Date, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit after the Second Restatement Effective Date, is additionally subject to receipt of the request therefore in accordance herewith and to the satisfaction of the following conditions: conditions (a) 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; (b) 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; (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit (for purposes of this Section, an “issuance”) 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): (a) the preceding sentence. For representations and warranties of the avoidance Loan Parties contained in each Senior Loan Document are true and correct in all material respects on and as of doubtthe date of such Borrowing or issuance, before and after giving effect to such Borrowing or issuance and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); (b) no event has occurred and is continuing, or would result from such Borrowing or issuance or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default and such Borrowing or issuance would not result in a violation of the amount of secured Indebtedness permitted under the Second Priority Debt Documents; and (c) after giving effect to such Borrowing or issuance the Borrowing Base Amount shall be equal to or greater than the sum of (i) the total Revolving Exposures, (ii) the outstanding Tranche 1 Term Loans and (iii) if prior to the Borrowing Base Date, zero and, if on or after the Borrowing Base Date, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanoutstanding Tranche 2 Term Loans.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, 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 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;; and (c) 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; and (dPermitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(i). 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of a Fronting Bank to issue a Letter of Credit (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 conditions thereof), and the obligation of each Lender (including each Swingline Lender) to make a Loan on the occasion of any Loan, and Borrowing that increases the amount of the Issuing Bank to issueLoans of any Lender outstanding, amend, renew or extend any Letter of Credit, is additionally shall be subject to the satisfaction of the following conditions: (a) The Administrative Agent (and, if applicable, the applicable Swingline Lender) shall have received a Borrowing Request with respect to any such Borrowing. (b) The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents (other than, with respect to any such issuance or Borrowing made after the Effective Date, the representations and warranties set forth in Sections 3.04(b), 3.06(a)(i) and 3.06(c)) 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 issuance or the date of issuance, amendment, renewal or extension of such Letter of CreditBorrowing, as applicablethe case may be, orboth before and after giving effect thereto and (in the case of any Borrowing) to the application of the proceeds thereof, as to any such representation or warranty that refers to a specific date, though made on and as of such specific 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). (bc) at At the time of and immediately after giving effect to such Loan issuance or Borrowing (as the issuance, amendment, renewal or extension of such Letter of Credit, as applicablecase may be), no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the . Each 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) increases the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing Loans of any Lender outstanding and each issuance, amendment, renewal or extension issuance of a Letter of Credit (or any amendment of a Letter of Credit having the effect of extending the stated expiration thereof, increasing the amount available for drawing thereunder or otherwise altering any of the material 104486778_2104486778_9 terms or conditions thereof) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of CreditEffective Date, is additionally subject to the satisfaction of the following conditions: : (ai) the representations and warranties of the Borrower or any other Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; ; (bii) 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 applicableLoan, no Default shall have occurred and be continuing; continuing or would result from such Loan after giving effect thereto and to the use of proceeds thereof on a pro forma basis; (ciii) (I) (x) no Borrowing Base Deficiency shall exist at the time of such Loan and (y) no Borrowing Base Deficiency or Contingent Borrowing Base Deficiency shall exist immediately after giving effect to such Loan (as well as giving effect to any substantially concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans or Indebtedness), and (II) either (ix) (A) the aggregate Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base and (B) if any Contingent Secured Indebtedness is outstanding, the aggregate Covered Debt Amount (after giving effect to such Loan and including any Contingent Secured Indebtedness for purposes of this clause (B)) shall not exceed the Contingent Borrowing Base, in each case of this clause (x), reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (iiy) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating (A) that the Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base and (B) that the Covered Debt Amount (after giving effect to such Loan and including any Contingent Secured Indebtedness for purposes of this clause (B)) shall not exceed the Contingent Borrowing Base, in each case of this clause (y), after giving effect to such Loan as well as any concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans, Other Covered Indebtedness or Contingent Secured Indebtedness; (iv) after giving effect to such extension of credit as well as any concurrent acquisitions credit, the Borrower shall be in pro forma compliance with each of Investments or payment of outstanding Loans or Other Covered Indebtednessthe covenants set forth in Section 6.07; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, including in each case any such extension of credit on the Effective Date, is additionally subject to the satisfaction of the following conditions: (a) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto; (c) 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 covenants set forth in Sections 6.07; (e) the proposed date of such extension of credit shall take place during the Availability Period; (f) in the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate dated as of the date of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the Administrative Agent; and (dg) solely with respect in the case of the first Borrowing, the Administrative Agent shall have received delivery of the most recent quarterly third party valuation report attesting the value of each unquoted Eligible Portfolio Investment included in the Borrowing Base at the date of such Borrowing; provided that no attested value may be older than three months and forty-five days at the date of first drawing; provided, further that the foregoing shall not apply to any unquoted Eligible Portfolio Investment acquired after the end of the most recent calendar quarter (which unquoted Investment shall have a value equal to the initial funding under this Agreementlower of its cost, internal value or the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to par or greater than $550,000,000face value thereof). Each Borrowing Borrowing, and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditcredit and other concurrent transactions) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to Indebtedness or any other Indebtedness that is included in the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Covered Debt Amount at such time. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank Lender to issue, amendamend (if increasing the amount thereof), renew (other than automatic renewals of any Auto-Renewal Letter of Credit) or extend any Letter of Credit, is additionally subject to the receipt of a request therefor in accordance herewith and the satisfaction of the following conditions: : (a) the Administrative Agent shall have received a Borrowing Request as required by Article II; (b) the representations and warranties of the Parent Borrower set forth in this Agreement (other than, after the Effective Date, those set forth in Sections 4.04(b) and in the other Loan Documents 4.06(a)) 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 such issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; ; and (bc) at the time of and immediately after giving effect to such Loan or the such issuance, amendment, renewal or extension of such Letter of Credit, as applicableextension, no Default or Event of Default shall have occurred and be continuing; (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendmentamendment (if increasing the amount thereof), renewal (other than automatic renewals of any Auto-Renewal Letter of Credit) or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Borrower on the date thereof as to that the matters conditions specified in the preceding sentencesentence have been satisfied. For ARTICLE VI Affirmative Covenants Until the avoidance Commitments have expired or been terminated and the principal of doubtand interest on each Loan and all fees payable hereunder shall have been paid in full, and all Letters of Credit shall have expired or terminated (or have been cash collateralized or backstopped on terms reasonably satisfactory to each applicable Issuing Lender) and all LC Disbursements shall have been reimbursed, each Obligor (as applicable) covenants and agrees with the Lenders that: SECTION 6.01. Financial Statements, Rating Changes and Other Information. The Parent Borrower will furnish to the Administrative Agent and each Lender (through the Administrative Agent): (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Parent Borrower, the conversion audited consolidated balance sheet and related statements of earnings, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries (together with an unaudited reconciliation, reflecting total assets, Inventory, capital expenditures and cash for the Parent Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand) as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or continuation another independent registered public accounting firm of a Borrowing as the same or a different Type recognized national sta nding (without increase a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the principal amount thereoffinancial condition and results of operations and cash flows of the Parent Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; (b) shall not be considered to be as soon as available and in any event within 45 days after the making end of a Loan.each of the first three fiscal quarters of each fiscal year of the Parent Borrower, the consolidated balance sheet and related -56-

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of CreditEffective Date, is additionally subject to the satisfaction of the following conditions: (a) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, 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 Loan or the issuanceLoan, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto and (ii) no Borrowing Base Deficiency shall have occurred and be continuing or would result from such Loan after giving effect thereto; (c) 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 covenants set forth in Sections 6.07(a), (b), (d) and (e); (e) the proposed date of such extension of credit shall take place during the Availability Period; (f) in the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate dated as of the date of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the Administrative Agent; and (dg) solely with respect to in the initial funding under this Agreementcase of the first Borrowing, the sum Administrative Agent shall have received delivery of (i) the amount most recent quarterly third party valuation report attesting the value of Cash held by each Eligible Portfolio Investment included in the Borrower plus (ii) Borrowing Base at the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000date of such Borrowing. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of Each request for a Borrowing and each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) at the time of and immediately after giving effect to such Loan or request for the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 this Section 6.02. The obligation of each Lender to make a Loan on the preceding sentence. For occasion of any Borrowing (including the avoidance initial funding), and of doubtthe 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 or Event of Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred. (c) Each of (i) Borrower on a stand-alone basis, and (ii) the Obligors taken as a whole, shall be Solvent and have no reason to believe that (A) it or they cannot timely repay its or their debt or other obligations in the ordinary course of business as they become due or (B) it has or they have unreasonably small capital to operate. (d) After giving pro forma effect to such Borrowing, the conversion projected Consolidated Cash Balance as of the immediately following Consolidated Cash Measurement Date shall not exceed $40,000,000 as certified by the senior Financial Officer of the Borrower. (e) The representations and warranties of the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representations and warranties are qualified by materiality, in which case, they were true and correct in all respects) on and as of the date of such Borrowing or continuation deemed Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of, and immediately after giving effect to, 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 in all respects) as of such specified earlier date. (f) The receipt by the Administrative Agent of a Borrowing as the same Request in accordance with Section 2.03 or a different Type (without increase request for a Letter of Credit in accordance with Section 2.08(b), as applicable, which Borrowing Request shall include a certification by the principal amount thereofsenior Financial Officer as to the satisfaction of the matters set forth in Section 6.02(a) shall not be considered to be the making of a Loanthrough Section 6.02(e).

Each Credit Event. The obligation of each Lender to make a Loan during the Availability Period on the occasion of any Loan, and Borrowing isand the obligation of the Issuing Bank 2016 New Lender to issuemake the 2016 New Loan during the 2016 Availability Period is, amendin each case, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Company 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 representation or warranty not qualified as to a materiality qualifiermateriality, true and correct in all material respects) on and as of the date of such Loan or Borrowing, except to the extent that any such representations and warranties expressly relate to an earlier date of issuance, amendment, renewal or extension of in which case any such Letter of Credit, as applicable, representations and warranties shall be true and correct (or, as to in the case of any such representation or warranty that refers not qualified as to a specific datemateriality, true and correct in all material respects) at and as of such specific earlier date;. (b) at 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, Borrowing no Default shall have occurred and be continuing;continuing and, solely in the event that any amounts remain outstanding or any commitments remain in place under the Existing Credit Agreement, no “Default” or “Event of Default” shall have occurred and be continuing under the Existing Credit Agreement. (c) either The initial Borrowing under the facility (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit“Initial Borrowing”) shall be made not exceed later than 10 Business Days following the Effective Date (such date, the “Initial Borrowing Base reflected on End Date”). (d) Solely with respect to the 2016 New Loan, the Administrative Agent shall have received a duly completed and executed 2016 New Loan Borrowing Base Certificate most recently delivered Request. (e) Solely with respect to the 2016 New Loan, the Administrative Agent shall have received such documents and certificates as 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; and (d) solely with respect its counsel may reasonably request relating to the initial funding under this Agreementorganization, existence and good standing of the Guarantors (such evidence of good standing to be limited to the good standing of each Guarantor in such Guarantor’s jurisdiction of organization), the sum authorization of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing Transactions 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 any other legal matters relating to the matters specified in the preceding sentence. For the avoidance of doubtGuarantors, the conversion Loan Documents or continuation of a Borrowing as the same or a different Type (without increase Transactions, all in form and substance reasonably satisfactory to the principal amount thereof) shall not be considered to be Administrative Agent, the making of a Loan2016 New Lender and their respective counsel.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of CreditEffective Date, is additionally subject to the satisfaction of the following conditions: (ai) the representations and warranties of the Borrower or any other Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) 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 applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto and to the use of proceeds thereof on a pro forma basis; (ciii) (I) (x) no Borrowing Base Deficiency shall exist at the time of such Loan and (y) no Borrowing Base Deficiency or Contingent Borrowing Base Deficiency shall exist immediately after giving effect to such Loan (as well as giving effect to any substantially concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans or Indebtedness), and (II) either (ix) (A) the aggregate Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base and (B) if any Contingent Secured Indebtedness is outstanding, the aggregate Covered Debt Amount (after giving effect to such Loan and including any Contingent Secured Indebtedness for purposes of this clause (B)) shall not exceed the Contingent Borrowing Base, in each case of this clause (x), reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (iiy) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating (A) that the Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base and (B) that the Covered Debt Amount (after giving effect to such Loan and including any Contingent Secured Indebtedness for purposes of this clause (B)) shall not exceed the Contingent Borrowing Base, in each case of this clause (y), after giving effect to such Loan as well as any concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans, Other Covered Indebtedness or Contingent Secured Indebtedness; (iv) after giving effect to such extension of credit as well as any concurrent acquisitions credit, the Borrower shall be in pro forma compliance with each of Investments or payment of outstanding Loans or Other Covered Indebtednessthe covenants set forth in Section 6.07; and (d) solely with respect to the initial funding under this Agreement, the sum of (iv) the amount proposed date of Cash held such extension of credit shall take place during the Availability Period. Each Borrowing Request submitted by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any except for representations and warranties already subject to a materiality qualifierthat are qualified by materiality, which shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, applicable (except for representations and warranties made as to any such representation or warranty that refers to a specific date, of an earlier date (which shall be true and correct in all material respects as of such specific earlier date); (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) As provided in Section 2.03, the aggregate Covered Debt Amount (Administrative Agent shall have received a Borrowing Request, a Compliance Certificate executed by the Borrower demonstrating compliance with the financial covenants set forth in Section 6.14 after giving effect to such Borrowing or issuance, amendment or extension of creditsuch Letter of Credit, and, for a Revolving Borrowing from after the earlier of (x) shall not exceed the Borrowing Base reflected date on which the Borrower repays at 77 DB3/ 204481699.8 least $27,000,000 of the Revolving Credit Loans borrowed on the date of the initial Borrowing and (y) the six (6) month anniversary of the Effective Date,, a Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) executed by 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 compliance with the Borrowing Base after giving effect to such Borrowing or issuance, amendment or extension of credit as well as any concurrent acquisitions such Letter of Investments or payment of outstanding Loans or Other Covered IndebtednessCredit; and (d) solely with respect to For the initial funding under this Agreementof the Loans, the sum Borrower shall have consummated the Rockpoint Redemption and shall have completed the addition of (i) the amount of Cash held by The James as ▇ ▇▇llateral Pool Property, which consummation and addition may occur simultaneously with such Credit Event; provided that the Borrower plus may, at its option, defer the addition of The James as ▇ ▇▇llateral Pool Property until a date that is not more than thirty (ii30) days after the Borrower’s Shareholders’ Effective Date if the Borrower has pledged its Equity shall be equal Interests in the Subsidiaries that own The James on ▇▇▇ Effective Date pursuant to or greater than $550,000,000the Pledge Agreement. Each Borrowing and each issuance, amendment, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Second Amendment Effective Date, the Initial Term Loan), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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;; and (c) 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; and (d) solely with respect to Indebtedness or any other Indebtedness that is included in the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Covered Debt Amount at such time. Each Borrowing (but, for the avoidance of doubt, not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except that any representation or warranty that relates to a specific date shall be true and correct in all material respects as of such date), or, if they are not true and correct in all material respects, neither the Administrative Agent nor the Required Lenders shall have determined not to make any such Loan or instructed the Issuing Bank not to issue Letters of Credit as to any a result of the fact that such representation or warranty that refers to a specific date, as of such specific date;is untrue or incorrect. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;, or, if a Default shall have occurred and be continuing, neither the Administrative Agent nor the Required Lenders shall have determined not to make a Loan on the occasion of such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such extension any Borrowing or the issuance of credit) shall not exceed any Letter of Credit, Availability (determined by reference to the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered Borrowing Base Certificate) is not less than (x) the Trigger Amount at all times that the Borrowers are making weekly financial deliveries pursuant to Section 5.01(n) (unless the Borrowers have demonstrated in advance to the Administrative Agent compliance with all requirements related to the Trigger Amount) or (iiy) the Borrower shall Changeover Amount at all other times (unless the Borrowers 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; and (d) solely with respect demonstrated in advance to the initial funding under this Agreement, Administrative Agent compliance with all requirements related to the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Changeover Amount). 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 preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Second Amendment Effective Date, the Initial Term Loan), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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;; and (c) 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 101 Revolving Credit Agreement or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to Indebtedness or any other Indebtedness that is included in the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Covered Debt Amount at such time. Each Borrowing (but, for the avoidance of doubt, not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Effective Date is additionally subject to the satisfaction of the following conditions: (a) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto; (c) 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 covenants set forth in Sections 6.07(a), (b), (d) and (e); (e) the proposed date of such extension of credit shall take place during the Availability Period; (f) the Administrative Agent shall have received satisfactory evidence that any existing “risk participation” has been converted into direct loans by the Borrower or its Subsidiaries for any Eligible Portfolio Investment; and (dg) solely with respect in the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate dated as of the date of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Administrative Agent. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Fifth Amendment Effective Date, the Initial Term Loan), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditcredit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of creditcredit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtednessat such timeand any Concurrent Transaction; and (d) solely with respect to the initial funding under this Agreement, the sum of either (i) the amount Aggregate Covered Debt Amount (after giving effect to such extension of Cash held by credit and any Concurrent Transaction) shall not exceed the Borrower plus Aggregate Portfolio Balance reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower’s Shareholders’ Equity Borrower shall be equal have delivered an updated Borrowing Base Certificate demonstrating that the Aggregate Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Aggregate Portfolio Balance after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or greater than $550,000,000payment of outstanding Loans or Aggregate Other Covered Indebtedness or any other Indebtedness that is included in the Aggregate Covered Debt Amount at such time.and any Concurrent Transaction. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, including in each case any such extension of credit on the Effective Date, is additionally subject to the satisfaction of the following conditions: (a) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto; (c) 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 covenants set forth in Sections 6.07; and (de) solely with respect the proposed date of such extension of credit shall take place during the Availability Period;. (f) in the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate dated as of the date of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the initial funding under this AgreementAdministrative Agent; and (g) in the case of the first Borrowing, the sum Administrative Agent shall have received delivery of the most recent quarterly third party valuation report attesting the value of each unquoted Eligible Portfolio Investment included in the Borrowing Base at the date of such Borrowing; provided that no attested value may be older than three months and forty-five days at the date of first drawing; provided, further that the foregoing shall not apply to any unquoted Eligible Portfolio Investment acquired after the end of the most recent calendar quarter (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity which unquoted Investment shall be have a value equal to the lower of its cost, internal value or greater than $550,000,000the par or face value thereof). Each Borrowing Borrowing, and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, including in each case any such extension of credit on the Third Restatement Effective Date is additionally subject to the satisfaction of the following conditions: (a) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) 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, cash collateralization of Letters of Credit as contemplated by Section 2.05(k), 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 covenants set forth in Sections 6.07; and (d) solely with respect to the initial funding under this Agreement, the sum of (ie) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of 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, the representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in with the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to applicable (it being understood and agreed that any such representation or warranty that refers which by its terms is made as of a specified date shall be required to a specific date, be true and correct in all material respects only as of such specific specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects); (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such any Borrowing or the issuance, amendment, renewal or extension of credit) any Letter of Credit, the Borrowers shall not exceed be in compliance with 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 Investments or payment of outstanding Loans or Other Covered IndebtednessRevolving Exposure Limitations; and (d) solely the Administrative Agent shall have received any Borrowing requests for such Borrowing in accordance with respect to the initial funding under terms and conditions of this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For failure to satisfy the avoidance conditions precedent set forth in paragraphs (a) or (b) of doubtthis Section, unless otherwise directed by the Required Lenders, the conversion 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 continuation extend, or cause to be issued, amended, renewed or extended, any Letter of a Borrowing as Credit for the same ratable account and risk of the Lenders from time to time if the Administrative Agent believes that making such Loans or a different Type (without increase issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the principal amount thereof) shall not be considered to be best interests of the making of a LoanLenders.

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e)) and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally shall be subject to the satisfaction of the following conditions: (ai) the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material respects (or, in to the case rights or interests of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, with the same effect as to any such representation or warranty that refers to a specific date, though made on and as of such specific date;, except to the extent such representations and warranties expressly relate to an earlier date. (bii) at After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the aggregate Credit Exposure shall not exceed the Borrowing Base Availability then in effect. (iii) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing;. (cb) either The obligation of each Lender to make a Loan on the occasion of any Borrowing deemed to have been requested by the Borrower to reimburse an LC Disbursement pursuant to Section 2.04(e) shall be subject to the satisfaction of the conditions that (i) at the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension Borrowing, no Event of creditDefault shall have occurred and be continuing, and (ii) after giving effect to such Borrowing, the aggregate Credit Exposure 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 Availability then in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loaneffect.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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;; DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 97 Second Amended and Restated Revolving Credit Agreement (b) 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;; and (c) 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without an increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any LoanLoan (including on the Effective Date, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Initial Term LoanLoans) is additionally subject to the satisfaction of the following conditions: (a) (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 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 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date;; 102 Revolving Credit Agreement (b) (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 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 the issuance, amendment, renewal or extension of such any Letter of CreditCredit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), as applicableat the time of and immediately after giving effect to such Loan, no Specified Default or Event of Default shall have occurred and be continuing;; and (c) 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 creditcredit and any Concurrent Transaction) shall not exceed the 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 well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect it is still current, may be the Borrowing Base Certificate most recently delivered to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Administrative Agent). 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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;; and (c) 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 Investments or 742026061 21680120 payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to Indebtedness or any other Indebtedness that is included in the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Covered Debt Amount at such time. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 issuance or extension amendment 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 Loan or the issuance, amendment, renewal issuance or extension amendment of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal issuance or extension amendment of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.07, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;; and (c) 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; and (d) solely with respect Permitted Indebtedness or Indebtedness incurred pursuant to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(f). 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other 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 (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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent such representation or warranty that refers representations and warranties expressly relate to a specific date, an earlier date in which case such representations and warranties shall be true and correct as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt time of the Borrowing Request with respect to such Borrowing, the amount that the Parent Borrower reasonably and in good faith estimates will be the Cash Amount at 3:00 p.m., New York City time, on the requested date of such Borrowing (after giving effect to such extension of creditBorrowing) shall not exceed $5,000,000, and such Borrowing Request shall contain a statement to that effect and that the Parent Borrower reasonably and in good faith expects to be in compliance with Section 6.14 as of the date of such Borrowing. (d) At the time of, and after giving effect to, such Borrowing Base reflected on or the Borrowing Base Certificate most recently delivered to issuance, amendment, renewal or extension of such Letter of Credit, (i) the Administrative Agent or total Domestic Revolving Exposures shall not exceed the total amount of the Domestic Commitments, (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) total Canadian Revolving Exposures shall not exceed the total amount of the Canadian Commitments, (iii) the total Revolving Exposures shall not exceed the lesser of (A) the total amount of the Commitments and (B) the Borrowing Base after giving effect to then in effect, (iv) if during the Availability Cap Period, the total Revolving Exposures shall not exceed $45,000,000 and (v) if during a Reduced Availability Period, the total Revolving Exposures shall not exceed the Reduced Availability Amount. (e) The Administrative Agent shall have received an Officers’ Certificate (as defined in the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture) of the Parent Borrower, dated the date of such Borrowing, or the issuance, amendment, renewal or extension of credit as well as any concurrent acquisitions such Letter of Investments or payment of outstanding Loans or Other Covered Indebtedness; and Credit (ddelivered, and containing a statement that it was delivered, in good faith after reasonable investigation) solely with respect to the initial funding under this Agreementeffect that such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, does not violate the provisions of the Senior First Lien Note Indenture, the sum Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture (including a reasonably detailed summary as to the calculations necessary to determine the absence of (i) any such violation). The making of any Loan on the amount occasion of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each 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 Parent Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b) and (e) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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;; and (c) 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without an increase in the principal amount thereof) shall not be considered to be the making of a Loan.. 84 Second Amended and Restated Revolving Credit Agreement

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the each 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) HHC, as agent for the aggregate Covered Debt Amount (after giving effect to such extension of credit) Borrowers, shall not exceed the Borrowing Base reflected on the have provided a Borrowing Base Certificate most recently delivered to within the Administrative Agent or (ii) time periods required by Section 2.02(e). In addition, if the Borrower shall Required Lenders have delivered an updated requested delivery of a new Borrowing Base Certificate demonstrating pursuant to clause (iii) of Section 2.02(e) and have advised the Borrowers of their good faith belief that the Covered Debt Amount (after giving effect to total outstanding Revolving Credit Exposures at such extension of credit) shall not time exceed the Commitments, the Borrowers shall have provided such new 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Certificate. 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 each Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of including any Loans on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Effective Date is additionally subject to the satisfaction of the following conditions: (ai) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) 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 applicableLoan, no Default shall have occurred and be continuing; (ciii) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditLoan) 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 creditLoan) shall not exceed the Borrowing Base after giving effect to such extension of credit Loan as well as any concurrent acquisitions of Portfolio Investments or payment by the Borrower; (iv) after giving effect to such Loan, the Borrower shall be in pro forma compliance with each of outstanding Loans or Other Covered Indebtednessthe covenants set forth in Sections 6.07(a), (b), (d), (e) and (f); (v) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (dvi) solely with respect to in the initial funding under this Agreementcase of the first Borrowing, the sum of Administrative Agent shall have received (i) a Borrowing Base Certificate dated as of the amount date of Cash held by the Borrower plus Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate from the Borrower’s Shareholders’ Equity shall insurance broker or other evidence reasonably satisfactory to it that all insurance required to be equal maintained pursuant to or greater than $550,000,000the Loan Documents is in full force and 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 on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of any portion of any the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the date of such 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 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;; and (c) 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; and (d) solely with respect Permitted Indebtedness or Indebtedness incurred pursuant to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(g). 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, including in each case any such extension of credit on the Effective Date, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of FSEP and the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit, FSEP and the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.12; (d) the proposed date of such extension of credit shall not exceed take place during the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to Availability Period; (e) the Administrative Agent shall have received an Information Certificate dated as of the date of the Borrowing Request, showing (i) each Eligible Portfolio Investment, the owner thereof (Borrower or applicable Subsidiary) and the Value thereof, and (ii) a calculation of the Borrower shall have delivered an updated Borrowing Base Certificate Total Portfolio Value and the pro forma Adjusted Asset Coverage Ratio as of the date thereof demonstrating that the Covered Debt Amount (Adjusted Asset Coverage Ratio shall not be less than 3.50 to 1.00 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; and (df) solely with respect to in the initial funding under this Agreementcase of the first Borrowing, the sum Administrative Agent shall have received delivery of (i) the amount most recent quarterly third party valuation report attesting the value of Cash held by each unquoted Eligible Portfolio Investment included in the Borrower plus (ii) calculation of Total Portfolio Value at the Borrower’s Shareholders’ Equity date of such Borrowing; provided that no attested value may be older than March 31, 2016 at the date of first drawing; provided, further, that, the foregoing shall not apply to any unquoted Eligible Portfolio Investment acquired after March 31, 2016, which shall be equal to or greater than $550,000,000valued at the cost thereof in accordance with Section 5.12. Each Borrowing Borrowing, and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing 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) 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; (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (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, all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuingtrue and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in each case before and after giving effect thereto; (c) either Reserved; (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 (iid) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating the required Notice of Borrowing, or, in the case of any Letter of Credit, any other notice required pursuant to Section 2.23; (e) Reserved; and (f) to the extent any Lender is a Defaulting Lender or a Potential Defaulting Lender, at the time of such Swingline Loan or issuance of such Letter of Credit, the cost or loss to the Issuing Bank or the Swingline Lender, as the case may be, that would result therefrom is fully covered or eliminated by (i) with respect to such Letter of Credit, (x) the Covered Debt Amount (LC Exposure of such Defaulting Lender or Potential Defaulting Lender being reallocated among all other Lenders that are Non-Defaulting Lenders in proportion with their Pro Rata Share, but only to the extent that, after giving effect to such extension reallocation, the Revolving Credit Exposure of credit) shall each Non-Defaulting Lender does not exceed such Non-Defaulting Lender’s Pro Rata Share of the Borrowing Base after giving effect Aggregate Revolving Commitment Amount; and (y) to the extent that such LC Exposure of such Defaulting Lender or Potential Defaulting Lender exceeds the amount that is permitted to be reallocated pursuant to the immediately preceding clause (x), the Borrower having provided cash collateral to the Administrative Agent to hold on behalf of the Borrower, on terms and conditions reasonably satisfactory to the Issuing Bank and the Administrative Agent, in an amount equal to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and excess, (dii) solely with respect to the initial funding under this Agreementany Swingline Loan, the sum Borrower having provided cash collateral to the Administrative Agent to hold on behalf of the Borrower, on terms and conditions reasonably satisfactory to the Swingline Lender and the Administrative Agent, in an amount equal to the Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender, or (iiii) the amount Borrower making other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank or the Swingline Lender, as applicable, in their reasonable discretion to protect them against the risk of Cash held non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that none of the Borrower plus (ii) foregoing will constitute a waiver or release of any claim the Borrower’s Shareholders’ Equity shall , the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be equal to or greater than $550,000,000a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 3.2.

Each Credit Event. The obligation of each any Lender to ------------------ make a Loan on the occasion of any LoanBorrowing (it being understood that, for purposes of this Section, a "Borrowing" does not include a change or continuation of the Type of, or the duration of the Interest Period applicable to, a previously outstanding Borrowing pursuant to Section 2.04) and of the Issuing Bank to issue, amend, extend or renew or extend any a Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) receipt by the representations and warranties Agent of a Notice of Borrowing as required by Section 2.02 or a notice requesting issuance, extension or renewal of a Letter of Credit as required by Section 2.13(c) or receipt by the Borrower set forth in this Agreement and in Swingline Lender of a notice requesting a Swingline Loan as required by Section 2.14, as applicable; (b) the other Loan Documents shall be true and correct in all material respects (orfact that, 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 immediately after such Loan Borrowing or the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicablethe aggregate outstanding principal amount of the Loans of each Class and the Letter of Credit Exposure will not exceed the limitations set forth in Sections 2.01, or, as to any such representation or warranty that refers to a specific date, as of such specific date2.13(a) and 2.14; (bc) at the time of and fact that, immediately after giving effect to such Loan Borrowing or the issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect the fact that the representations and warranties of the Borrower contained in this Agreement and the other Loan Documents shall be true on and as of the date of such Borrowing or issuance, extension or renewal of such Letter of Credit (except to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal extent such representations and warranties expressly relate solely to or greater than $550,000,000an earlier date). Each Borrowing hereunder and each the issuance, amendment, extension or renewal or extension of a each Letter of Credit hereunder shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof of such Borrowing or issuance as to the matters facts specified in the preceding sentence. For the avoidance clauses (b), (c) and (d) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation obligations of each Lender the Lenders to make Revolving Loans on the occasion of any Loan, and of borrowing after the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to Effective Date shall not become effective until the satisfaction date on which each of the following conditions: conditions shall be satisfied (or waived by the Lenders in their sole discretion in accordance with Section 9.02) after giving effect to the requested Revolving Loan: (a) the The Administrative Agent shall have received a Borrowing Request. (b) The representations and warranties of the Borrower set forth in this Agreement contained herein and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any except such representations and warranties already subject to that by their terms are qualified by materiality or a materiality qualifierMaterial Adverse Effect, which representations and warranties shall be true and correct in all respects) (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date). (c) The Administrative Agent shall have received a certificate signed by the chief financial officer of Altera Infrastructure Group Ltd., confirming compliance with the conditions set forth in clauses (b) and (j) of this Section 4.02, in the form of Exhibit F. (d) [Reserved]. (e) The Administrative Agent shall have received a certificate, dated the date of any borrowing under the Facility hereunder and signed by the chief financial officer of Altera Infrastructure Group, Ltd., as to the solvency of Borrower and the Subsidiaries on a pro forma consolidated basis after giving effect to any borrowings under this Agreement on the date of any borrowing under the Facility hereunder and the other transactions contemplated herein to occur on the Effective Date, in the form of Exhibit D. (f) The Lenders shall have received all fees payable by Borrower under Section 2.10, including, to the extent invoiced, payment or reimbursement of all fees and expenses required to be paid or reimbursed by the Borrower under any Loan Document (any such fees and amounts shall be net of the Revolving Loan proceeds received by Borrower upon a borrowing hereunder). (g) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations that are applicable to the Lenders (which shall include, without limitation, incumbency certificates of the Responsible Officers of the Borrower (h) Other than changes occurring in the ordinary course of business, no information or materials are or should have been available to Borrower and its Subsidiaries as of the date of such Loan or the borrowing under the Facility hereunder that are materially inconsistent with the material previously provided to the Administrative Agent for its due diligence review of Borrower and its Subsidiaries. (i) Since the date of issuancethe most recent Revolving Loan borrowing, amendmentno event, renewal circumstance or extension of such Letter of Creditchange shall have occurred that has caused or evidences, as applicableeither in any case or in the aggregate, or, as to any such representation or warranty that refers to a specific date, as of such specific date;Material Adverse Effect. (bj) at As of the time date of and immediately after giving effect to such Loan or any borrowing of Revolving Loans under the issuance, amendment, renewal or extension of such Letter of Credit, as applicableFacility hereunder, no Default event shall have occurred and be continuing; (c) either (i) continuing or would result from the aggregate Covered Debt Amount (consummation of this Agreement that would constitute an Event of Default or a Default. ARTICLE V AFFIRMATIVE COVENANTS Until the Commitments shall have expired or been terminated, the principal of and interest on each Revolving Loan and all fees payable hereunder shall have been paid in full, from and 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) Effective Date, the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that covenants and agrees with 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.Lenders that: Section

Each Credit Event. The After the Closing Date, the obligation of each Lender (including the Swing Line Lender) to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than any Borrowing or issuance, is additionally increase, renewal or extension of a Letter of Credit on the Closing Date), are subject to the satisfaction of the following conditions: (a) subject to Section 2.20 (including with respect to the references to “SunGard” provisions therein) in the case of Incremental Term Loans, the representations and warranties of the Borrower each Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of 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 Borrowing or the date of issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, orto the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, in each case, any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific datethe case may be; (b) subject to Section 2.20 (including with respect to the references to “SunGard” provisions therein) in the case of Incremental Term Loans, at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing;; and (c) 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, if applicable, the Swing Line Lender, shall have received a Borrowing Request in accordance with the requirements hereof or the Loan Parties shall have complied with the requirements of Section 2.03 or 2.04, as applicable, or (ii) the Borrower Administrative Agent and the relevant Issuing Bank shall have delivered an updated Borrowing Base Certificate demonstrating that received a notice requesting the Covered Debt Amount (after giving effect to such extension issuance of credit) shall not exceed a Letter of Credit in accordance with 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; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000requirements Section 2.05. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendmentincrease, renewal or extension of a Letter of Credit (other than any Borrowing or issuance, increase, renewal or extension of a Letter of Credit on the 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 preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section 4.02.

Each Credit Event. The obligation of each Lender to make any Loan, and including any extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of CreditRestatement Effective Date, is additionally subject to the satisfaction of the following conditions: (ai) the representations and warranties of the Borrower or any other Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) 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 applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such extension of credit after giving effect thereto and to the use of proceeds thereof on a pro forma basis; (ciii) 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; (iv) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b) and (d); (v) with respect to any Loans made on the Restatement Effective Date, such Loans shall be denominated in Dollars; and (d) solely with respect to the initial funding under this Agreement, the sum of (ivi) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than the conversion of a Eurocurrency Loan into an ABR Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, including the deemed issuance of the Existing Letters of Credit (each such event, a “Credit Event”), including, without limitation, the initial Credit Events occurring on the Effective Date, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of 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, Credit Event (or, as to if any such representation or warranty that refers is expressly stated to have been made as of a specific date, as of such specific date;). (b) at At the time of and immediately after giving effect to such Loan Credit Event, no Default shall have occurred and be continuing. (c) If the Credit Event involves the advancement by the Lenders of new or incremental Loans or the issuance, amendment, renewal or extension of such Letter new or incremental Letters of Credit, as applicable, no Default the Administrative Agent shall have occurred and be continuing; (c) either received a certificate from a Financial Officer of the Company (i) demonstrating that the aggregate Covered Debt Amount “Fixed Charge Coverage Ratio” (after under and as defined in the Senior Subordinated Note Indenture) for the Company’s four most recently ended full fiscal quarters for which internal financial statements are available immediately preceding the date of such requested Credit Event would have been at least 2.0 to 1.0, determined on a pro forma basis giving effect to such extension Credit Event (including a pro forma application of creditthe net proceeds therefrom), as if the “Indebtedness” (under and as defined in the Senior Subordinated Note Indenture) shall not exceed represented by such Credit Event had been incurred at the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or beginning of such four-quarter period and (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating certifying 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 Letters of Credit comprising such Credit Event are permitted to be incurred as “Indebtedness; and” under and as defined in the Senior Subordinated Note Indenture, and constitute “Designated Senior Debt” and “Senior Debt” thereunder. (d) solely with respect to No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, each Lender from making the initial funding under this Agreementrequested Loan or the Issuing Bank or any Lender from issuing, renewing, extending or increasing the sum of (i) the face amount of Cash held by or participating in the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall Letter of Credit requested to be equal to issued, renewed, extended or greater than $550,000,000increased. 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 preceding sentence. For the avoidance paragraphs (a), (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such extension any Borrowing or the issuance of credit) shall any Letter of Credit, Availability is 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater less than $550,000,000zero. 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) and (c) of this Section. Notwithstanding the preceding sentence. For failure to satisfy the avoidance conditions precedent set forth in paragraphs (a) or (b) of doubtthis Section, unless otherwise directed by the Required Lenders, the conversion 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 continuation cause to be issued any Letter of a Borrowing as Credit for the same ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or a different Type (without increase issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders. 19. The first sentence in each of ARTICLE V and ARTICLE VI is amended as follows: Until the Commitments have expired or been terminated and the principal amount thereof) of and interest on each Loan and all fees payable hereunder shall not be considered to be have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the making of a Loan.Loan Parties, with the Lenders that: 20. Section 5.08 is amended as follows:

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of CreditEffective Date, is additionally subject to the satisfaction of the following conditions: : (ai) the representations and warranties of the Borrower or any other Obligor set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; ; (bii) 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 applicableLoan, no Default shall have occurred and be continuing; continuing or would result from such Loan after giving effect thereto and to the use of proceeds thereof on a pro forma basis; (ciii) (I) (x) no Borrowing Base Deficiency shall exist at the time of such Loan and (y) no Borrowing Base Deficiency or Contingent Borrowing Base Deficiency shall exist immediately after giving effect to such Loan (as well as giving effect to any substantially concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans or Indebtedness), and (II) either (ix) (A) the aggregate Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base and (B) if any Contingent Secured Indebtedness is outstanding, the aggregate Covered Debt Amount (after giving effect to such Loan and including any Contingent Secured Indebtedness for purposes of this clause (B)) shall not exceed the Contingent Borrowing Base, in each case of this clause (x), reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (iiy) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating (A) that the Covered Debt Amount (after giving effect to such extension of creditLoan) shall not exceed the Borrowing Base and (B) that the Covered Debt Amount (after giving effect to such extension Loan and including any Contingent Secured Indebtedness for purposes of credit this clause (B)) shall not exceed the Contingent Borrowing Base, in each case of this clause (y), after giving effect to such Loan as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.105

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, and if they are not true and correct the Administrative Agent or the Required Lenders shall have determined not to make any make a Loan or instructed the Issuing Bank not to issue Letters of Credit as to any a result of the fact that such representation or warranty that refers to a specific date, as of such specific date;is untrue or incorrect. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;continuing and the Required Lenders shall have determined not to make such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such extension of credit) shall any Revolving USD Borrowing, Revolving USD Loan Availability is 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; andless than zero. (d) solely with respect After giving effect to any Revolving Euro Borrowing or the initial funding under this Agreementissuance of any Letter of Credit, Revolving Euro Loan Availability is not less than zero. (e) After giving effect to any Revolving Borrowing or the sum issuance of (i) the amount any Letter of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater Credit, Aggregate Availability is not less than $550,000,000zero. 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 Loan Parties on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a), (b), (c), (d) and (e) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;continuing or would result therefrom; and (c) 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 Investments by the Obligors or payment of outstanding Loans Indebtedness that is included in the Covered Debt Amount at such time; provided that, in connection with the first extension of credit on or Other Covered Indebtedness; and (d) solely with respect after the Effective Date, the Borrower shall have delivered to the initial funding under this AgreementAdministrative Agent, in connection with its request for such extension of credit, a Borrowing Base Certificate in form and substance satisfactory to the sum Administrative Agent showing a calculation of (i) the amount Borrowing Base as of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000such request date. 106 BUSINESS.29259741.231546920 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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 (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of any portion of any the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 3.1, 3.2 and 3.4 through 3.8 of the Guarantee and Security Agreement, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the date of such 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 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;; and (c) 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 recentlythe Borrower shall have delivered to the Administrative Agent or (ii) the Borrower shall have delivered delivered, together with the Borrowing Request pursuant to Section 2.03, an updated Borrowing Base Certificate using the most recent valuations available in accordance with Section 5.12 (including pursuant to Section 5.12(a)(ii)(C)) as of a date no earlier than two (2) Business Days prior to the date of the Borrowing Request and demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base (calculated based on the valuations set forth in such updated Borrowing Base Certificate), 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; and (d) solely with respect Permitted Indebtedness or Indebtedness incurred pursuant to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Section 6.01(g). 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, of each Extending Lender with respect to the extension of the Maturity Date then in effect pursuant to Section 2.05 and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower set forth in this Agreement and (other than in Section 3.04(b) or, insofar as clause (a) of the other Loan Documents definition of "Material Adverse Effect" is concerned, Section 3.05(a)) 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 Borrowing, extension of the Maturity Date 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 At the time of and immediately after giving effect to such Loan Borrowing, the extension of the Maturity Date or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such . Each Borrowing, each 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing Maturity Date 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) and (b) of this Section. The extension of the preceding sentenceMaturity Date pursuant to Section 2.05 for each Extending Lender, if any, shall be subject to the further conditions precedent that the other applicable conditions precedent to such extension set forth in Section 2.05 shall have been satisfied (and the giving by the Borrower of the Extension Request shall be deemed to constitute a representation and warranty by the Borrower that on the date of such extension such conditions will be satisfied). For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.Credit Agreement

Each Credit Event. The obligation of each Lender to make any Loan, and of including any Loans on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Effective Date is additionally subject to the satisfaction of the following conditions: (ai) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) 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 applicableLoan, no Default shall have occurred and be continuing; (ciii) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditLoan) 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 creditLoan) shall not exceed the Borrowing Base after giving effect to such extension of credit Loan as well as any concurrent acquisitions of Portfolio Investments or payment by the Borrower; (iv) after giving effect to such Loan, the Borrower shall be in pro forma compliance with each of outstanding Loans or Other Covered Indebtednessthe covenants set forth in Sections 6.07(a), (b), (d), (e) and (f); (v) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (dvi) solely with respect to in the initial funding under this Agreementcase of the first Borrowing, the sum of Administrative Agent shall have received (i) a Borrowing Base Certificate dated as of the amount date of Cash held by the Borrower plus Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate from the Borrower’s Shareholders’ Equity shall insurance broker or other evidence reasonably satisfactory to it that all insurance required to be equal maintained pursuant to or greater than $550,000,000the Loan Documents is in full force and 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 on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.Fidus — Conformed Final Credit Agreement

Each Credit Event. The obligation of each Lender to make any LoanLoan (including, and of on the Issuing Bank to issueEffective Date, amend, renew or extend any Letter of Credit, the Initial Term Loans) is additionally subject to the satisfaction of the following conditions: (a) (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, 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 representation or warranty 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 applicableLoan, 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 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 (other than a Loan made to pay the issuancepurchase price and related fees and expenses in respect of a Specified Purchase), amendment, renewal or extension at the time of and immediately after giving effect to such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuing;; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditcredit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of creditcredit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as and any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Concurrent Transaction. Each Borrowing and each issuance, amendment, renewal (other than a conversion or extension continuation of a Letter of Credit Loans) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of a Fronting Bank to issue a Letter of Credit (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 conditions thereof), and the obligation of each Lender to make a Loan on the occasion of any Loan, and Borrowing that increases the amount of the Issuing Bank to issueLoans of any Lender outstanding, amend, renew or extend any Letter of Credit, is additionally shall be subject to the satisfaction of the following conditions: (a) the The Administrative Agent shall have received a Borrowing Request with respect to any such Borrowing. (b) The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents (other than, with respect to any such issuance or Borrowing made after the Effective Date, the representations and warranties set forth in Sections 3.04(b), 3.06(a)(i) and 3.06(c)) 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 issuance or the date of issuance, amendment, renewal or extension of such Letter of CreditBorrowing, as applicablethe case may be, orboth before and after giving effect thereto and (in the case of any Borrowing) to the application of the proceeds thereof, as to any such representation or warranty that refers to a specific date, though made on and as of such specific 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). (bc) at At the time of and immediately after giving effect to such Loan issuance or Borrowing (as the issuance, amendment, renewal or extension of such Letter of Credit, as applicablecase may be), no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the . 66587785_8 Each 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) increases the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing Loans of any Lender outstanding and each issuance, amendment, renewal or extension issuance of a Letter of Credit (or any amendment of a Letter of Credit having the effect of extending the stated expiration thereof, increasing the amount available for drawing thereunder or otherwise altering any of the material terms or conditions thereof) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of 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 Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, in which case they shall be true and correct in all material respects as of such specific date;earlier date (except that any such representations and warranties that are qualified materially shall be true and correct in all respects). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of credit) such Letter of Credit, as applicable, the total Credit Exposure shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered then in effect. (d) The Borrower shall deliver a certificate to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating executed by a Responsible Officer certifying that the Covered Debt Amount (after giving pro forma effect to such extension Borrowing or such Letter of credit) Credit, the aggregate Credit Exposure hereunder shall not exceed the Borrowing Base after giving effect amount permitted by Section 4.09(b)(1) of the Permitted Secured Notes Agreement, and such certificate shall set forth the calculation of such permitted amount and attach the estimates of the Borrower’s petroleum engineers or independent petroleum engineers required by the definition of “Adjusted Consolidated Net Tangible Assets” (as defined in the Permitted Secured Notes Agreement as of the Effective Date). (e) Absence of any event that could reasonably be expected to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtednesshave a Material Adverse Effect; and (df) solely with respect to Receipt of such other documents, certificates, information or legal opinions as the initial funding under this Agreement, Administrative Agent or the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity Required Lenders shall be equal to or greater than $550,000,000have reasonably requested. Each Borrowing and each issuance, amendment, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance clauses (a), (b), (c), (d) and (e) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) 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; (b) 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; (c) 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 IndebtednessIndebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time; and (d) solely with respect to in the case of the initial funding under this Agreementcredit extension hereunder, the sum Administrative Agent shall have received a Borrowing Base Certificate showing a calculation of (i) the amount Borrowing Base as of Cash held by a date that is within 30 days of the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000date of such credit extension. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of a Fronting Bank to issue a Letter of Credit (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 conditions thereof), and the obligation of each Lender (including each Swingline Lender) to make a Loan on the occasion of any Loan, and Borrowing that increases the amount of the Issuing Bank to issueLoans of any Lender outstanding, amend, renew or extend any Letter of Credit, is additionally shall be subject to the satisfaction of the following conditions: (a) The Administrative Agent (and, if applicable, the applicable Swingline Lender) shall have received a Borrowing Request with respect to any such Borrowing. (b) The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents (other than, with respect to any such issuance or Borrowing made after the Effective Date, the representations and warranties set forth in Sections 3.04(b), 3.06(a)(i) and 3.06(c)) 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 issuance or the date of issuance, amendment, renewal or extension of such Letter of CreditBorrowing, as applicablethe case may be, orboth before and after giving effect thereto and (in the case of any Borrowing) to the application of the proceeds thereof, as to any such representation or warranty that refers to a specific date, though made on and as of such specific 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). (bc) at At the time of and immediately after giving effect to such Loan issuance or Borrowing (as the issuance, amendment, renewal or extension of such Letter of Credit, as applicablecase may be), no Default or Event of Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the . Each 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 Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) increases the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing Loans of any Lender outstanding and each issuance, amendment, renewal or extension issuance of a Letter of Credit (or any amendment of a Letter of Credit having the effect of extending the stated expiration thereof, increasing the amount available for drawing thereunder or otherwise altering any of the material terms or conditions thereof) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (b) and (c) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than (x) a continuation or conversion of an existing Borrowing and (y) the making of any Incremental Term Loan, ) and the obligation of the Issuing Bank to issue, amend, renew or extend issue any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower any Credit Party set forth in this Agreement and in the other Loan Credit Documents to which it is a party shall be true and correct in all material respects (orexcept to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in the which case of any portion of any representations such representation and warranties already subject to a materiality qualifier, warranty shall be true and correct in all respects) on and as of the date of such Loan or Borrowing, except to the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty shall have been true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty that refers to a specific date, shall be true and correct in all respects) as of such specific earlier date;). (b) at 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 applicableBorrowing, no Default or Event of Default (or, in the case of any Borrowing of Incremental Term Loans or Incurrence of Incremental Revolving Commitments Incurred to finance any Investment being made in connection with an acquisition of Capital Stock or assets of another Person, no Event of Default with respect to the Borrower described in clause (a), (b), (h) or (i) of Section 7.01) shall have occurred and be continuing;. (c) 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 The Administrative Agent or (ii) the Borrower Issuing Bank 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 received a borrowing notice in accordance with Section 2.03 or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit request in accordance with Section 2.17(b), as applicable. Each Borrowing (other than (x) a continuation or conversion of an existing Borrowing and (y) the making of any Incremental Term Loan) shall be deemed to constitute a representation and warranty by the Borrower or other applicable Credit Party on the date thereof as to the matters specified in the preceding sentence. For the avoidance paragraphs (a) and (b) of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Effective Date is additionally subject to the satisfaction of the following conditions: (a) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, 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 Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto; (c) 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; and; (d) solely with respect the Covered Debt Amount (after giving effect to the initial funding under this Agreement, such extension of credit) shall not exceed the sum of (i) the amount aggregate Value of Cash held by all Eligible Portfolio Investments included in the Borrower plus Borrowing Base, less (ii) the Borrower’s Shareholders’ Equity aggregate Value of all Eligible Portfolio Investments issued by the four largest issuers (for the avoidance of doubt, the calculation of Value for purposes of this clause (d) shall be equal made without taking into account any Advance Rate), as reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or greater than $550,000,000an updated Borrowing Base Certificate 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; (e) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); and (f) the proposed date of such extension of credit shall take place during the Availability Period; and. (g) in the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate dated as of the date of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably satisfactory to the Administrative Agent. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make any Loan, and including any such extension of credit on the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Restatement Effective Date is additionally subject to the satisfaction of the following conditions: (ai) 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 (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of any representations and warranties already subject to a materiality qualifier, 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 applicableLoan, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bii) 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 applicableLoan, no Default shall have occurred and be continuingcontinuing or would result from such Loan after giving effect thereto and to the use of proceeds thereof on a pro forma basis; (ciii) no Borrowing Base Deficiency shall exist at the time of and immediately after giving effect to such Loan, and 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; (iv) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); (v) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into; and (d) solely with respect to the initial funding under this Agreement, the sum of (ivi) the amount proposed date of Cash held by such extension of credit shall take place during the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Availability Period. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing 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) 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; (b) at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (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, all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuingtrue and correct on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto; (c) either since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; and (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 (iid) the Borrower shall have delivered an updated the required Notice of Revolving Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension and/or Notice of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit Term Loan Borrowing, as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness; and (d) solely with respect to the initial funding under this Agreement, the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000applicable. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 3.2. In addition to the preceding sentence. For other conditions precedent herein set forth, if any Lender is a Defaulting Lender at the avoidance time of doubtand immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall Issuing Bank will not be considered required to issue any Letter of Credit or to extend, renew or amend any outstanding Letter of Credit, unless the Issuing Bank is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrower Cash Collateralizing the obligations of the Borrower in respect of such Letter of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit, or makes other arrangements satisfactory to the Administrative Agent and the Issuing Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that no such Cash Collateralization will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be the making of a LoanNon-Defaulting Lender.

Each Credit Event. The obligation of each Lender the Agent (on behalf of the Lenders) to make any LoanLoan or provide a Letter of Credit Guarantee or an F/X Guarantee (or, and after a CIBC ABL Reorganization Date, the obligation of the Issuing Bank to issue, amend, renew or extend any issue a Letter of CreditCredit or the obligation of the F/X Bank to enter into an F/X Contract) on the occasion of any Borrowing, (including on the occasions of the initial Borrowings hereunder), is additionally subject to the satisfaction of the following conditions: (a) 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 each such Loan or Borrowing (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, ) as to any if made on such date (except where such representation or warranty that refers to a specific different date, as of such specific date); (b) at the time of and immediately after giving effect to such Loan or Borrowing (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;; and (c) 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 received a Borrowing Base Certificate demonstrating that Request in the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed manner and within 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 Indebtednesstime period required by Section 2.3; and (d) solely with respect except as may be otherwise agreed to from time to time by the Agent and the Borrower in writing, after giving effect to the initial funding under this Agreementextension of credit requested to be made by the Borrower on such date, the sum aggregate Exposure will not exceed the lesser of (i) the amount of Cash held by the Borrower plus Commitments, or (ii) the Borrower’s Shareholders’ Equity shall be an amount equal to or greater than $550,000,000the Borrowing Base. Each Borrowing and Borrowing, including each issuance, amendment, renewal or extension of 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 preceding sentenceparagraphs (a) and (b) above. For the avoidance of doubt, This requirement does not apply on the conversion or continuation rollover of a an existing Borrowing as provided that the same or a different Type (without increase in the principal amount thereof) shall aggregate outstanding Borrowings will not be considered to be the making of increased as a Loanconsequence thereof.

Each Credit Event. The obligation of each Lender (as applicable) to make a Loan on the occasion of any LoanBorrowing, of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower each Credit Party set forth in this Agreement and or in the any other Loan Documents Document 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, in which, case they shall be true and correct as of such specific earlier date;, and except that for purposes of this Section 4.02(a), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.01. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing;. (c) either With respect to (i) any requested Borrowings, the aggregate Covered Debt Amount (after giving effect to such extension of credit) Borrower shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent have complied with Section 2.03 or Section 2.04, as applicable, and (ii) the request for the issuance, amendment, renewal or extension of any Letters of Credit, 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; andcomplied with Section 2.05(b). (d) solely The Administrative Agent shall have received a Borrowing Base Certificate and a Compliance Certificate signed by a Financial Officer of Borrower. (e) Administrative Agent shall have received the documents set forth in Section 5.13(b) with respect to each Pool Property included in the initial funding under this Agreement, calculation of the sum of (i) the amount of Cash held by the Borrower plus (ii) the Borrower’s Shareholders’ Equity shall be equal to or greater than $550,000,000Borrowing Base Availability. 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 preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (without increase in the principal amount thereof) shall not be considered to be the making of a Loanthis Section.